Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. Tenant shall not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall hot sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord may require that Tenant agrees to pay to Landlord, as additional rent, fifty percent (50%) of all rents or additional consideration provided, however, that for sharing such excess rent, Tenant shall first be entitled to recover from such excess rent the amount of any reasonable leasing commissions paid by Tenant to third parties not affiliated with Tenant received by Tenant from its assignees, transferees, or subtenants in excess of the rent payable by Tenant to Landlord hereunder. Tenant shall, by thirty (30) ------- days written notice, advise Landlord of its intent to assign or transfer this Tenant's interest in the Lease or hypothecate, mortgage or sublet the Leased Premises or any portion thereof for any portion of the term hereof. Within thirty (30) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in accordance with the terms, covenants, and conditions of this paragraph 19. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the whole or any part thereof without of the Premises. with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord which consent shall not be unreasonably withheld. In the event A consent of any Landlord to one assignment, transfer (including transfers by operation of law or otherwise)transfer, hypothecation, mortgage subletting, occupation or subletting without such written consent, in addition to use by any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant person shall not be released release Tenant from any of its Tenant's obligations under this Lease. Consent by Landlord to one hereunder or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the requirement option of Landlord exercised by written notice to Tenant. terminate this Lease. The Leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written which consent shall not be required for an assignment of this Lease unreasonably withheld. As a condition to a subsidiaryits consent, affiliate Landlord may require Tenant to pay all expenses in connection with the assignment, and Landlord may require Tenant's assignee or parent corporation of Tenant, a corporation into which Tenant merges transferee (or consolidates, other assignees or transferees) to a purchaser of all or substantially assume in writing all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under this Lease and for Tenant to remain liable to Landlord under the Lease and, (3) such assignment meets all of the “factors” listed below in this ArticleLease. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this LeaseSEE PARAGRAPH 56. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign or transfer this Lease or hypothecate(a) Except as provided in subsection (d) below, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10. 1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld. In , conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed space proposed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business With respect to Landlord’s consent to an assignment or sublease, Landlord may take into consideration any factors that Landlord may deem relevant, and the reasons for which Landlord’s denial shall be deemed to be reasonable shall include, without limitation, the following: (1) the business reputation or creditworthiness of any proposed subtenant or assignee is not acceptable to Landlord in Landlord’s reasonable judgment; or (2) in Landlord’s reasonable judgment the proposed assignee or sublessee would diminish the value or reputation of the Building or Landlord; or (3) any proposed sub-tenant/assignee’s or sublessee’s use of the Premises would violate Section 7.1 of the Lease or would violate the provisions of any other leases of tenants in the Project; or (4) the proposed sublessee or assignee must be is a bona fide prospective tenant of Landlord in accordance with generally the Project as demonstrated by a written proposal dated within ninety (90) days prior to the date of Tenant’s request, but only if and to the extent that Landlord then has space available in the Project suitable and acceptable commercial standardsto the prospective sublessee or assignee; or (5) the proposed sublessee or assignee would materially increase the estimated pedestrian and vehicular traffic to and from the Premises and the Building. (c) Use Any sublease or assignment shall be expressly subject to the terms and conditions of this Lease. Any subtenant or assignee shall execute such documents as Landlord may reasonably require to evidence such subtenant or assignee’s assumption of the obligations and liabilities of Tenant under this Lease to the extent applicable to that portion of the Premises sublet or assigned. Tenant shall deliver to Landlord a copy of all agreements executed by Tenant and the proposed sub-tenant/subtenant and assignee must be substantially similar with respect to the Premises. Landlord’s approval of a sublease, assignment, hypothecation, transfer or third party use permitted by this Leaseor occupancy shall not constitute a waiver of Tenant’s obligation to obtain Landlord’s consent to further assignments or subleases, hypothecations, transfers or third party use or occupancy. (d) Use So long as Tenant is not entering into a transaction described herein for the purpose of avoiding or otherwise circumventing the remaining terms of this Article, Tenant may, subject to Section 10.5, assign its entire interest under this Lease or sublease all or a portion of the Premises Premises, without the consent of Landlord, to (i) an Affiliate, or (ii) a successor to Tenant by purchase or other acquisition of Tenant’s capital stock or substantially all of Tenant’s assets, merger, consolidation or reorganization, provided that all of the following conditions are satisfied: (1) Tenant is not then in Default under this Lease; (2) Tenant shall give Landlord written notice at least fifteen (15) days prior to the effective date of the proposed sub-tenant/assignee will not tend transfer together with the information required hereunder and such entity shall expressly assume Tenant’s obligations hereunder; (3) with respect to violate an assignment to an Affiliate, Tenant continues to have a net worth equal to or create any potential violation of any lawsgreater than Tenant’s net worth at the date immediately prior to such transfer; and (4) with respect to a purchase, ordinances merger, consolidation or regulations; and (e) Use of reorganization which results in Tenant ceasing to exist as a separate legal entity, Tenant’s successor shall have a net worth equal to Tenant’s net worth at the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premisesdate immediately prior to such transfer.

Assignment and Subletting. Tenant (a) Subtenant shall not have no right to assign its interest in this Sublease or transfer this Lease or hypothecate, mortgage or sub-sublet the Leased Premises all or any part thereof without portion of the Sublease Premises except with the prior written consent and approval of Landlord, Sublandlord (which consent shall not be unreasonably withheldwithheld or delayed) and the prior written consent and approval of Master Landlord pursuant to the terms of Article 18 of the Master Lease. In Subtenant shall submit any request for consent to Sublandlord and Master Landlord for any proposed sub-sublease or assignment not less than thirty (30) days prior to such proposed sub-sublease or assignment. Notwithstanding the event foregoing, no consent of Sublandlord or Master Landlord will be required with respect to a transfer to a “Conveyee” as defined in the Master Lease, to the extent permitted under the Master Lease (a “Permitted Conveyee”). (b) Notwithstanding any assignmentassignment or sub-sublease, transfer Subtenant shall at all times remain fully and primarily responsible and liable for the payment of Rent and for compliance with all of Subtenant’s other obligations under this Sublease. (including transfers c) If the total of all consideration owed by operation a sub-sublessee or assignee of law Subtenant for such sub-sublease or otherwiseassignment (including, without limitation, all amounts due and payable under the applicable sub-sublease or assignment agreement) exceeds the total Rent (excluding any amounts payable under this Section 15(c)) payable under this Sublease for the comparable period less the actual and reasonable brokerage fees, legal costs, and construction fees and any customary and market reasonable improvement allowance (“Excess Rent”), hypothecationthen Subtenant shall be bound and obligated to pay Sublandlord 50% of such Excess Rent, mortgage within ten (10) business days following receipt thereof by Subtenant. Notwithstanding anything to the contrary in this Sublease or subletting without such written consentany requirements in the Master Lease with respect to the collection of Excess Rent, Subtenant shall not be required to make any other payments of Excess Rent or other consideration in addition respect of its receipt of payments from a sub-sublessee except as set forth in this Section 15(c). The foregoing will not apply to any transfer to a Permitted Conveyee. (d) If Subtenant shall sub-sublet the Sublease Premises or any part thereof (other right than to a Permitted Conveyee), Subtenant hereby immediately and irrevocably assigns to Sublandlord, as security for Subtenant’s obligations under this Sublease, all rent from any such sub-subletting, and Sublandlord as assignee and as attorney-in-fact for Subtenant, or remedy Landlord a receiver for Subtenant appointed on Sublandlord’s application, may have collect such rent and apply it toward Subtenant’s obligations under this Sublease; except that, until the provisions occurrence of this Leasean Event of Default, Landlord Subtenant shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent collect such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public recordsrent. Notwithstanding the aboveforegoing, Landlord’s prior written consent Subtenant shall not be required remain ultimately responsible and liable for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of amounts due and payable by any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasesubtenant. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. 17.1 Tenant shall not assign assign, sublease, transfer or transfer encumber this Lease or hypothecate, mortgage any interest therein. Any attempted assignment or sublet sublease by Tenant in violation of the Leased Premises or any part thereof without the prior written terms and covenants of this Article 17 shall be void. 17.2 If Tenant requests Landlord’s consent to an assignment of Landlord, which consent shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage this Lease or subletting without such written consent, in addition to any other right of all or remedy Landlord may have under part of the provisions of this LeasePremises, Landlord shall have the right to terminate option (without limiting Landlord’s other rights hereunder) of terminating this Lease and/or to re-enter and repossess the Leased Premises but upon thirty (30) days notice. Landlord may then, at Landlord’s rights option, lease space to damages the prospective assignee or subtenant. If Landlord should fail to notify Tenant in writing of its decision within a thirty (30) day period after Landlord is notified in writing of the proposed assignment or sublease, Landlord shall survive be deemed to have refused to consent to such proposed assignment or sublease, and to have elected to keep this Lease in full force and effect. 17.3 All cash or other proceeds of any assignment, sale or sublease of Tenant’s interest in this Lease, whether consented to by Landlord or not, shall be paid to Landlord notwithstanding the fact that such proceeds exceed the Rent called for hereunder, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. This covenant and assignment shall not be released from run with the land and shall bind Tenant and Tenant’s heirs, executors, administrators, personal representatives, successors and assigns. Any assignee, sublessee or purchaser of Tenant’s interest in this Lease (all such assignees, sublessees and purchasers being hereinafter referred to as “Successors”), by assuming Tenant’s obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such Successor in consideration of any such sale, assignment or subletting, in violation of its the provisions hereof. 17.4 No assignment, sublease or other transfer consented to by Landlord, shall release Tenant or change Tenant’s primary liability to pay the rent and to perform all other obligations of Tenant under this Lease. Upon the occurrence of any default under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting any remedies against any subtenant or assignee. Upon termination of this Lease, any permitted subtenant shall, at Landlord’s option, attorn to Landlord and shall pay all Rent directly to Landlord. Landlord’s acceptance of Rent from any other person shall not constitute a waiver of any provision of this Article 17. Consent by Landlord to one transfer shall not constitute a consent to any subsequent transfer. Landlord may consent to subsequent assignments or more assignment modifications of this Lease by Tenant’s transferee, without notifying Tenant or obtaining its consent. Such action shall not relieve Tenant of its liability under this Lease. 17.5 No merger shall result from Tenant’s sublease of the Premises under this Article 17, Tenant’s surrender of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum termination of this Lease (but not in any other manner. In any such event, Landlord may terminate any or all subtenancies or succeed to the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets interest of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leaseas sublandlord thereunder. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign or transfer mortgage this Lease or hypothecatesublet all or any portion of the Premises without Landlord’s prior written consent, mortgage in each instance, which such consent will be granted in Landlord’s reasonable discretion, Any request for Landlord’s written consent shall be accompanied by a copy of the proposed assignment or sublet sublease, which must be in a form acceptable to Landlord. No assignment, mortgaging, or subletting, if consented to by Landlord, shall relieve Tenant of its liability under this Lease. Tenant shall pay to Landlord, in consideration of Landlord’s written consent to the Leased assignment or sublease, all rent and other consideration received by Tenant from any such assignee or subtenant which is in excess of the rental obligation required under the terms of this Lease for the Premises or any part portion thereof without for which the consent of Landlord is requested. Consent by Landlord to an assignment or sublease shall not operate as a waiver of the necessity of Tenant to obtain the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment subsequent assignment, mortgaging or subletting. Notwithstanding anything contained herein to subletting and the contrary, Tenant shall not assign or sublease this Lease without the prior written approval terms of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not binding upon the Lease itself) may be recorded in the appropriate public recordsassignee, mortgagee or subtenant. Notwithstanding the above, Tenant, without Landlord’s prior written consent shall (provided that Tenant is not be required for in default in the performance of its obligation under this Lease after any applicable notice and cure periods), may cause an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenantsubletting (each, a corporation into which Tenant merges or consolidates, or “Transfer”) to a purchaser of all or substantially all of the assets an Affiliate of Tenant if Tenant (1a) notifies Landlord at lease thirty (30) days prior to such Transfer; (b) delivers to Landlord, at the time of Tenant’s notice, current financial statements of Tenant gives Landlord prior written notice of and the name of any such assignee and, Affiliate that are reasonably acceptable to Landlord; and (2c) the assignee assumes, Affiliate assumes and agrees in writing, all of a writing delivered to and reasonably acceptable to Landlord to perform Tenant’s obligations under the this Lease and, (3) arising after such assignment meets Transfer and to observe all of the “factors” listed below in this Article. Landlord terms and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution conditions of this Lease. (b) Business reputation . For purposes of this Section 11, the term “Affiliate” means any persons or entity that, directly or indirectly, controls, is controlled by or is under common control with Tenant. For purposes of this definition, “control” means possessing the power to direct or cause the direction of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use management and policies of the Premises entity by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use ownership of a majority of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use voting interests of the Premises by the proposed sub-tenant/assignee will entity. A sale or transfer of stock shall not violate any other agreements affecting the Premisesconstitute an assignment, subletting or transfer as provided herein.

Assignment and Subletting. A. Except in connection with a Permitted Transfer (defined in Section XII.E. below), Tenant shall not assign assign, sublease, transfer or transfer encumber any interest in this Lease or hypothecateallow any third party to use any portion of the Premises (collectively or individually, mortgage or sublet the Leased Premises or any part thereof a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld if Landlord does not elect to exercise its termination rights under Section XII.B below. In Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if: (1) the event proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee’s business would result in a violation of any assignment, transfer another tenant’s rights; (including transfers by operation 3) the proposed transferee is a governmental agency; (4) the proposed transferee is an occupant of law the Building and Landlord then has other space available in the Building to meet such transferee’s requirements (or otherwisesuch space is reasonably expected to become available within ninety (90) days of Tenant’s request), hypothecation, mortgage or subletting without such written consent, ; (5) Tenant is in addition to any other right or remedy Landlord may have under default which is then continuing after the provisions expiration of the notice and cure periods in this Lease, Landlord shall have ; or (6) any portion of the right Building or Premises would likely become subject to terminate this Lease and/or to re-enter and repossess additional or different Laws as a consequence of the Leased Premises but Landlord’s rights to damages shall survive and proposed Transfer. Tenant shall not be released from entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of its obligations under this LeaseArticle shall, at Landlord’s option, be void. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises Transfer(s) shall not be deemed to be operate as a waiver of the requirement Landlord’s rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease. B. As part of its request for Landlord’s consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrarya Transfer, Tenant shall not provide Landlord with financial statements for the proposed transferee, a complete copy of the proposed assignment, sublease and other contractual documents and such other information as Landlord may reasonably request. Landlord shall, by written notice to Tenant within 20 days of its receipt of the required information and documentation, (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Landlord; (2) reasonably refuse to consent to the Transfer in writing; or (3) elect to terminate this Lease with respect to the portion of the Premises that Tenant is proposing to assign or sublease this Lease without sublet. Any such termination shall be effective on the prior written approval proposed effective date of the Transfer for which Tenant requested consent. Tenant shall pay Landlord a review fee of $1,000.00 for Landlord’s review of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the aboverequested Transfer, provided if Landlord’s prior written consent actual reasonable costs and expenses (including reasonable attorney’s fees) exceed $1,000.00, Tenant shall reimburse Landlord for its actual reasonable costs and expenses in lieu of a fixed review fee (not to exceed $10,000). No review fee shall be required for a Permitted Transfer. C. Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of any excess within 30 days after Tenant’s receipt of such excess consideration. Tenant may first deduct from the excess all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer (other than Landlord’s review fee), including brokerage fees, legal fees, tenant concessions and construction costs. If Tenant is in Monetary Default (defined in Section XIX.A. below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of any payments received (less Landlord’s share of any excess). This Section XII.C. shall not apply to a Permitted Transfer. D. Except as provided below with respect to a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership, or similar entity, and if the entity which owns or controls a majority of the voting shares/rights at any time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as Tenant is an assignment entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed. E. Tenant may (x) assign its entire interest under this Lease to a subsidiarysuccessor to Tenant by purchase, affiliate merger, consolidation, reorganization or parent corporation similar transaction resulting in a change of control of Tenant or (y) assign this Lease or sublease all or any portion of the Premises to an Affiliate (defined below), in each case without the consent of Landlord, provided that all of the following conditions are satisfied (a “Permitted Transfer”): (1) Tenant is not then in Default under this Lease; (2) Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of ’s successor shall own all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, ; (3) such assignment meets all Tenant’s successor shall have a net worth which is at least equal to Tenant’s net worth at the date of this Lease; (4) the permitted use under the Transfer document does not allow the Premises to be used for retail purposes or any other purpose not permitted under this Lease; and (5) Tenant shall give Landlord written notice at least 10 days prior to the effective date of the “factors” listed below in this Article. proposed Permitted Transfer Tenant’s notice to Landlord shall include information and Tenant agree documentation showing that any one each of the following factorsabove conditions has been satisfied. If requested by Landlord, Tenant’s successor shall sign a commercially reasonable form of assumption agreement. Notwithstanding any such Permitted Transfer, the original Tenant named above shall remain primarily liable under the Lease. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant (for such period of time as such entity continues to be controlled by, controlling or under common control with Tenant, it being agreed that the subsequent sale or transfer of stock resulting in a change in voting control, or any other reasonable factortransaction(s) having the overall effect that such entity ceases to be controlled by, will controlling or under common control with Tenant, shall be reasonable grounds treated as if such sale or transfer or transaction(s) were, for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution all purposes, an assignment of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises Lease governed by the proposed sub-tenant/assignee must be substantially similar to the use permitted by provisions of this LeaseSection). (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign or transfer this mortgage the Lease or hypothecateany interest therein, mortgage or sublet the Leased Demised Premises or any part thereof thereof, without the prior written consent of the Landlord, which such consent shall not to be unreasonably withheld, conditioned or delayed. In For the event purposes of any assignmentthis paragraph, unless Tenant is a public corporation whose stock is traded on a national securities exchange, the sale or other transfer (including transfers by operation of law a controlling interest in the Tenant corporation or otherwise)a majority interest in the Tenant partnership or limited liability company, hypothecationor the sale or other transfer of all or substantially all of the assets of Tenant, mortgage as the case may be, shall be deemed an assignment of this Lease. If Tenant shall assign the Lease or subletting without such written consent, sublet the Demised Premises in addition to any other right or remedy Landlord may have under violation of the provisions terms of this Lease, Landlord such assignment or sublease shall have be void and without legal force or effect, and the right designated assignee or sublessee shall thereby acquire no rights to terminate this Lease and/or to re-enter and repossess the Leased Demised Premises but or the Lease. If Tenant shall request Landlord’s rights consent to damages shall survive and any assignment or subletting as provided herein, Tenant shall not be released from pay to Landlord the sum of (i) Seven Hundred Fifty ($750.00) Dollars to cover Landlord’s administrative costs, overhead and counsel fees in connection with such assignment or subletting plus (ii) any of its obligations under this Lease. Consent reasonable additional costs and expenses incurred by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future in connection with such assignment or subletting, including but not limited to the cost of any and all design plan reviews. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without have the prior written approval of any Landlord mortgagee right to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not or sublet the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, entire Premises without Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser in conjunction with the sale of all or substantially all of the stock or assets of Tenant if as an ongoing business, provided that the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant gives immediately prior to such sale, or (2) the net worth of Tenant herein named on the date of this Lease. Tenant shall provide Landlord twenty (20) days prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength pending transaction together with financial information of the proposed sub-tenant/assignee must be at least equal or subtenant sufficient for Landlord to that of determine whether it meets the existing Tenant at standard set forth in the time of execution of this Leaseimmediately preceding sentence. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Landlord shall have the right to transfer and assign in whole or in part, by operation of law or otherwise, its rights and obligations hereunder whenever Landlord, in its sole judgment, deems it appropriate without any liability to Tenant, and Tenant shall attorn to any party to which Landlord transfers its rights and obligations hereunder or the Building. Any sale, conveyance or transfer of the Building or Project will operate to release Landlord from liability from and after the effective date of such sale, conveyance, transfer or assignment upon all of the covenants, terms and conditions of this Lease, express or implied, except for those liabilities that arose during such Landlord’s ownership of the Project prior to the effective date of such sale, conveyance, transfer or assignment. After such effective date, Tenant will look solely to Landlord’s successor in interest in and to this Lease. Tenant shall not assign assign, transfer, mortgage, pledge or transfer otherwise encumber this Lease Lease, or hypothecateany interest herein, mortgage or and shall not sublet the Leased Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or permit any other party to occupy or use the Premises, or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In Landlord’s consent shall not be considered unreasonably withheld if: (i) the event proposed subtenant’s or assignee’s financial responsibility or insurance does not meet the same criteria Landlord uses to select comparable Building tenants; (ii) the proposed subtenant’s or assignee’s business is not suitable for the Building considering the business of the other tenants and the Building’s prestige; (iii) the proposed use is inconsistent with the Authorized Use permitted by Section 3; or (iv) the proposed subtenant or assignee is an occupant of the Building, or if the proposed subtenant or assignee, whether or not an occupant of the Building, is in discussions with Landlord regarding the leasing of space within the Building. Whether or not Landlord consents to any proposed assignment or subletting of any assignmentportion of the Premises, transfer Tenant shall timely pay Landlord’s review and processing fee of $750.00 (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, “Sublease/Assignment Processing Fee”) in addition to any other right reasonable professional fees (including, without limitation, legal, architectural, engineering, and consulting fees) incurred by Landlord in connection with such proposed assignment or remedy subletting (“Sublease/Assignment Professional Fees”). The Sublease/Assignment Processing Fee shall be paid by Tenant simultaneously with each request by Tenant to assign or sublease any portion of the Premises. The Sublease/Assignment Professional Fees shall, at Landlord’s option, be paid by Tenant (a) prior to Landlord’s denial or execution of a consent to the proposed assignment or subletting or (b) within ten (10) days of Tenant’s receipt of an invoice from Landlord may have under for such fees. Any subletting of the Premises or assignment of the Lease by Tenant in violation of the provisions of this Section 38 shall constitute a Default. A “Change in Control” of Tenant shall be deemed for purposes of this Lease to constitute an assignment of this Lease by Tenant which shall require the consent of Landlord and entitle Landlord to exercise its options as provided hereunder. As used in this Section, a “Change in Control” shall be deemed to have occurred when: (x) any person, after the date hereof, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting interests or equity interests of Tenant and immediately after such acquisition such person is, directly or indirectly, the Beneficial Owner of voting or equity interests representing 50% or more of the total voting interest or equity interest of all of the then-outstanding equity interests or voting interests of Tenant; (y) the stockholders, partners, members or other equity holders of Tenant shall approve a merger, consolidation, recapitalization, or reorganization of Tenant, or consummation of any such transaction if equity holder approval is not sought or obtained; or (z) the stockholders, partners, members or other equity holders of Tenant shall approve a plan of complete liquidation of Tenant or an agreement for the sale or disposition by Tenant of all or a substantial portion of such entity’s assets (i.e., 50% or more of the total assets of such entity). If Tenant desires to assign this Lease or sublease the Premises, Tenant shall provide Landlord notice in writing at least sixty (60) days in advance of the date on which Tenant desires such assignment or sublease to take effect. Tenant’s notice shall include (A) the name and address of the proposed subtenant or assignee; (B) the nature of the proposed subtenant’s or assignee’s business it will operate in the Premises; (C) the terms of the proposed sublease or assignment; and (D) reasonable financial information so that Landlord can evaluate the proposed subtenant or assignee. Landlord shall, within thirty (30) days after receiving such information, give notice to the Tenant to (i) permit or deny the proposed sublease or assignment or (ii) terminate this Lease as to the space so affected as of the date specified in Tenant’s notice (and as to option (ii) only, Tenant will be relieved of all further obligations hereunder as to the terminated space). Notwithstanding an assignment or subletting (i) subleases and assignments by Tenant shall be subject to the terms of this Lease; (ii) Tenant shall remain liable for all of the obligations of “Tenant” under this Lease; (iii) consent to one sublease or assignment does not waive the consent requirement for future assignments or subleases; and (iv) fifty percent (50%) of the consideration received by Tenant from an assignment or sublease that exceeds the amount Tenant must pay Landlord hereunder, excluding reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of improvements made to the Premises at Tenant’s cost for the assignee or sublessee, and other reasonable, out-of-pocket costs paid by Tenant directly related to Tenant’s obtaining an assignee or sublessee, shall also be paid to Landlord. Tenant shall pay such amount to Landlord at the beginning of each calendar month. Landlord shall have the right to terminate this Lease and/or audit Tenant’s books and records to re-enter and repossess verify the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any accuracy of its obligations the payments under this LeaseSection. Consent If Tenant has sublet the Premises, and thereafter a Default occurs hereunder, Landlord may proceed to collect any rent thereafter becoming due to Tenant under the sublease directly from the subtenant; in which event such collected rent shall be applied by Landlord to one the Rent due from Tenant to Landlord hereunder; provided, however, that the collection of rent from Tenant’s subtenant shall not create a privity of contract between Landlord and such subtenant. If the proposed sublessee or more assignee is approved by Landlord and Tenant fails to enter into the sublease or assignment with the approved sublessee or assignee within ninety (90) days after the date Tenant submitted its proposal to Landlord, then Landlord’s approval shall expire, and Tenant must comply again with the conditions of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public recordsSection. Notwithstanding the abovegiving by Landlord of its consent to any sublease or assignment with respect to the Premises, Landlord’s prior no sublessee or assignee may exercise any renewal options, expansion options, rights of first refusal or similar rights except in accordance with a separate written consent shall agreement entered into directly between the Landlord and such sublessee or assignee provided Tenant continues to be liable for the performance of all obligations hereunder, as increased or otherwise affected by the exercise of such rights. Tenant may not be required for an assignment exercise any renewal options, expansion options, rights of first refusal or similar rights under this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which if Tenant merges or consolidates, or to a purchaser of all or substantially has assigned all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, its interest in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant Lessee shall not assign or transfer this Lease or hypothecate, mortgage any right hereunder or sublet the Leased Premises or any part thereof thereof, nor permit any persons other than Lessee and its employees to operate in said Leased Premises without the prior written consent of LandlordLessor, which consent shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage withheld for assigning or subletting without such written consent, to a tenant whose occupancy and use of the Leased Premises is compatible with the use and overall plan of Lessor. Lessor shall have the absolute right to withhold its consent to an assignment or subletting of the Leased Premises if Lessee is in addition to any other right or remedy Landlord may have under the provisions breach of this Lease, Landlord shall have the right . A consent to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more any subletting of said Leased Premises shall not be deemed to be constitute a waiver or discharge of the requirement for consent provisions of Landlord this paragraph with respect to any future a subsequent assignment or subletting. Notwithstanding anything contained herein In the event Lessor consents to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease or subletting of the Leased Premises, and as a condition thereto, Lessee shall pay to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser Lessor fifty percent (50%) of all profit derived by Lessee from such assignments or substantially subletting. For purposes of the foregoing, profit shall be deemed to include, but shall not be limited to, the amount of all rent payable by such assignee or sublessee in excess of the Base Rental Rate and any adjustments thereto as defined in Paragraphs 7 and 8 above. If a part of the con-sideration for such assignment or subletting shall be payable other than in cash, the payment to Lessor shall be in cash for its share of any non-cash consideration based upon the fair market value thereof. In the event a sublease or assignment is made as herein provided, Lessee shall pay Lessor a charge of TWO HUNDRED AND 00/100 DOLLARS ($200.00) in order to reimburse Lessor for all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, necessary legal and accounting services required in writing, all of Tenant’s obligations under the Lease and, (3) order to accomplish such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasesubletting. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall Except as otherwise set forth herein, not assign to assign, transfer, mortgage or transfer pledge this Lease or hypothecate, mortgage or sublet to sublease (which term shall be deemed to include the Leased Premises granting of concessions and licenses and the like) all or any part thereof of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. The Landlord shall respond to Tenant’s written request within ten (10) business days after receipt by Landlord of all information and materials reasonably required by Landlord. In the event Tenant desires to assign this Lease or sublet any portion or all of any the Premises, Tenant shall notify Landlord in writing of Tenant’s intent to so assign this Lease or sublet the Premises and the proposed effective date of such subletting or assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without and shall request in such written consent, in addition to any other right or remedy notification that Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but consent thereto. Landlord’s rights to damages shall survive and Tenant consent shall not be released from any of unreasonably withheld, conditioned or delayed to an assignment or to a subletting, provided that the assignee or subtenant shall use the Premises only for the Permitted Uses, the proposed assignee or subtenant has sufficient financial resources to discharge its obligations under this Leasethe Lease assignment or sublease agreement and the proposed transfer agreement, and the proposed assignment or sublease shall not, in Landlord’s reasonable judgment, cause harm to the Property or harm to the reputation of the Building or the Property. Consent Tenant shall, as Additional Rent, reimburse Landlord promptly for Landlord’s reasonable legal expenses incurred in connection with any request by Tenant for such consent. If Landlord consents thereto, no such subletting or assignment shall in any way impair or release the Tenant from the continuing primary liability of Tenant hereunder, and no consent to one any subletting or more assignment of this Lease or to one or more subletting of said Leased Premises in a particular instance shall not be deemed to be a waiver of the requirement for consent obligation to obtain the Landlord’s written approval in case of Landlord to any future assignment other subletting or sublettingassignment. Notwithstanding anything contained herein to the contrarycontrary provided for herein, subject to approval by Massport and provided that no event of Tenant default hereunder then exists beyond any applicable grace or cure period, Tenant shall not have the right (A) to sublease up to 12,000 rentable square feet of the Premises for the first three (3) years of the Term, without Landlord’s approval and (B) to sublease or assign the Premises under this Lease, without Landlord’s approval, to any parent or sublease this Lease without affiliate, or in the event of any corporate merger, consolidation, or sale of assets or stock, but after Tenant provides thirty (30) days prior written approval notice thereof to Landlord, PROVIDED that: (i) any successor to Tenant pursuant hereto has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (x) the net worth of Tenant immediately prior to such merger, consolidation, or transfer, or (y) the net worth of Tenant on the date of the Lease; (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (iii) the any assignee agrees directly with Landlord mortgagee to be bound by all the extent such written consent is required obligations of such mortgagee the Tenant hereunder, including, without limitation, the obligation to pay rent and other amounts provided for under this Lease. If for any assignment or sublease without consented to by Landlord hereunder Tenant receives rent or other consideration, either initially or over the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum term of this Lease (but not the Lease itself) may be recorded assignment or sublease, in excess of the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required rent called for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidateshereunder, or in case of sublease of part, in excess of such rent fairly allocable to a purchaser the part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and after deduction for reasonable expenses of all Tenant in connection with the assignment or substantially all sublease, to pay to Landlord as Additional Rent fifty (50%) percent of the assets excess of each such payment of rent or other consideration received by Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasepromptly after its receipt. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Except as otherwise expressly provided herein, Tenant shall not be permitted to sublease any portion of the Premises, in whole or in part, in any manner whatsoever, to subtenants (a “Premises Tenant”) pursuant to a sublease in the ordinary course of its business (a “Tenant Lease”) without the consent of Landlord, if the use specified in the Tenant Lease is permitted hereunder and by current and applicable zoning requirements. Tenant also may transfer, license, lease, sublease, and/or assign or transfer this Lease or hypothecateand its rights and interests hereunder, mortgage or sublet the Leased Premises or any part thereof without the consent of Landlord, (i) at any time, to an Affiliate (as such term is defined in the Comprehensive Agreement), provided that Tenant or the Developer or a manager who is a knowledgeable manager reasonably approved by Landlord is the manager of such Affiliate; and (ii) from and after the issuance of a certificate of occupancy with respect to the Hotel Component, to any third party. Tenant shall also be permitted to transfer, convey or pledge its interest in this Lease to a Leasehold Mortgagee without the consent of Landlord. Any such sublease, transfer, conveyance or pledge by the Tenant shall be subject to all of the terms and provisions of this Lease. Except as otherwise expressly permitted hereunder, if Tenant seeks to assign, transfer or sell its leasehold interest in this Lease, the express prior written consent of LandlordLandlord shall be required, which consent shall not be unreasonably withheld, conditioned or delayed. In Any such consent to an assignment shall be subject to all of the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the terms and provisions of this Lease and, provided that the assignee agrees in writing to assume all of the Tenant’s rights and obligations under this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and release Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises ▇▇▇▇▇▇▇▇’s consent shall not be deemed to required for Premises Tenant’s certificates of occupancy, building permits, tenant allowances or buildout terms and procedures except as may otherwise be required by Landlord by virtue of Landlord being the Governmental Authority overseeing these items in its regulatory capacity. Within sixty (60) days of executing a waiver Tenant Lease with a Premises Tenant, Lessee shall notify Lessor the Tenant Lease has been executed and the identity of the requirement for consent of Landlord Premises Tenant. (b) Should Tenant take any action to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval consent of Landlord as provided in Section 18(a), then any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease null and a Memorandum void and of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord no force and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standardseffect. (c) Use Any successor or assignee of Tenant’s rights and/or obligations under this Lease shall expressly assume in writing performance of such rights and/or obligations and deliver same to Landlord within ten (10) days after consummation of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Leaseassignment, transfer or sale. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. If Tenant shall not desires to assign or transfer this Lease or hypothecate, mortgage lease or sublet the Leased Premises or any part thereof without thereof, Tenant shall give Landlord written notice of such desire together with the prior written consent name of Landlordthe proposed assignee or sublessee, which consent a detailed description of its business, and current financial information about it in sufficient detail to allow Landlord to assess the financial condition of such proposed assignee or sublessee. Landlord shall not be unreasonably withheldwithhold its consent to any assignment or subletting. In Landlord will consider the event financial condition of any assignmentthe proposed assignee and/or sublessee and will compare such financial condition to Tenant's financial condition as of December 31, 2000, as reflected in Tenant's audited financial statement(s). Tenant shall give such notice and information to Landlord at least 30 days prior to the date on which Tenant desires to make such assignment or sublease. For the purposes hereof, transfer (including transfers by operation of law more than half of the stock or otherwise), hypothecation, mortgage or subletting without such written consent, in addition other voting control of Tenant shall be deemed to any other right or remedy Landlord may have under the provisions constitute an assignment of this Lease. Landlord shall, within 10 days following receipt of such notice, notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign this lease or sublet such space, or (ii) refuse to permit Tenant to assign this lease or sublet such space. If Landlord should fail to notify Tenant in writing of such election within such thirty-day period, Landlord shall be deemed to have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Leaseelected (ii) above. Consent by Landlord to one or more assignment of this Lease assignments or to one or more subletting of said Leased Premises sublettings shall not be deemed to be operate as a waiver of the requirement for consent of Landlord Landlord's rights as to any future subsequent assignments and sublettings. Tenant shall pay all costs incurred by Landlord in connection with the foregoing provisions including without limitation legal fees, construction costs to reconfigure the Premises, and credit checks. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this lease. Moreover, if the rental or other consideration (or a combination of the rental and any bonus or other consideration therefor or incident thereto) due and payable to Tenant by an assignee or sublessee exceeds the rental payable under this lease (appropriately prorated in the case of a sublease of less than all of the Premises), then Tenant shall be bound and obligated to pay Landlord (after deduction of the standard brokerage commission paid to the broker representing the pertinent sublessee, if in fact such a commission is paid, and any alteration costs) fifty percent (50%) of all such excess rental and other excess consideration within ten (10) days after receipt thereof by Tenant. Finally, upon any assignment or subletting all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord. If Landlord transfers and assigns its interest in this lease and the Building containing the Premises, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations. Tenant shall not mortgage, pledge or otherwise encumber its interest in this lease or in the Premises. Notwithstanding anything contained herein to the contrary, Tenant shall agrees not to sublease any of its Premises or assign its lease to any lawyers or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded law firms in the appropriate public records. Notwithstanding event ▇▇▇▇▇▇ and ▇▇▇▇▇ is a tenant in the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this LeaseBuilding. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign or transfer this Lease in whole or hypothecate, mortgage in part or sublet all or any part of the Leased Premises, nor permit other persons to occupy the Leased Premises or any part thereof thereof, nor grant any license or concession for all or any of the Leased Premises, without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and unfettered discretion. Tenant shall not be unreasonably withheldprovide Landlord with a lease application form completed and signed by prospective subtenant or assignee in the form provided by Landlord and other such financial information as Landlord may request. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition Landlord approves Tenant’s request to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter sublet and repossess Tenant sublets the Leased Premises but for an amount greater than the amount Tenant is required to pay for said Leased Premises, then all Additional Rent shall accrue and be paid to Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent Any consent by Landlord to one or more an assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be constitute a waiver of the requirement necessity of such consent for consent of Landlord to any future subsequent assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant subletting and shall not relieve Tenant or any guarantors of liability hereunder. An assignment for the benefit of Tenant’s creditors or otherwise by operation of law shall not be effective to transfer or assign or sublease Tenant’s interest under this Lease without the prior written approval of any unless Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded have first consented thereto in the appropriate public recordswriting. Notwithstanding the above, it is understood and agreed that Tenant may assign this Lease without Landlord’s prior written consent shall not be required for an assignment consent, at any time during the term of this Lease Lease, to a subsidiary, affiliate or any parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to the surviving corporation in connection with a purchaser of all merger or substantially all of the assets of consolidation or a reorganization, provided however, Tenant if (1) Tenant gives shall notify Landlord prior written notice of the name in writing of any such assignment, and provided assignee and, (2) the assignee assumes, in writing, accepts full responsibility and liability for all of Tenant’s terms and obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant This Lease shall not assign be assigned, mortgaged, pledged, encumbered or transfer this Lease in any other manner transferred by Tenant, voluntarily or hypothecateinvoluntarily, mortgage by operation of law or sublet otherwise nor shall the Leased Premises or of any part thereof be sublet, licensed, granted to a concessionaire or used or occupied by anyone other than Tenant without first obtaining the prior written consent of Landlord, which -- 12. (a) If at any time during the term of this Lease Tenant shall request Landlord's consent shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of assign this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of sublet all or substantially all of the assets of Premises, Tenant if (1) Tenant gives Landlord prior written notice of shall include with such request the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength business experience of the proposed sub-tenant/transferor, assignee must be at least equal to that or sublessee, complete and current financial statements of said transferee, assignee or sublessee, and the ??? and other terms of the existing Tenant at the time of execution of this Lease.proposed assignment, transfer or subletting. 12 (b) Business reputation In the event that Landlord consents to said subletting or assignment, any amounts received by or payable to Tenant (other than the reasonable value paid to Tenant in repayment for trade fixtures and inventory and other personal property of Tenant) above the proposed sub-tenant/assignee must amounts payable by Tenant to Landlord hereunder, shall be deemed "real estate profit" and shall be paid to Landlord. -- 12(c). If Landlord permits any such assignment, change or subletting. Tenant agrees to pay Landlord's reasonable legal fees 12(d). in accordance with generally acceptable commercial standards. (c) Use connection therewith. If Tenant shall at any time during the term of this Lease subject all or any part of the Premises or assign this Lease, Tenant shall nevertheless remain fully liable under all of the terms, covenants, and conditions of this Lease. If this Lease is assigned, or if the Premises or any part thereof are subleased or occupied by anybody other than Tenant, Landlord may collect from the proposed sub-tenant/assignee must be substantially similar assignee, sublessee or occupant any rent or other charges payable to Tenant under the Lease and apply the amount collected to the use permitted rent and other charges herein reserved, but such collection by Landlord shall not be deemed an acceptance of the assignee, sublessee or occupant as a Tenant nor a release of Tenant from the performance by Tenant under this Lease. Notwithstanding Landlord's consent to any assignment, subletting, occupation or use by another person, any subsequent assignment, subletting, occupation or use by another person shall require Landlord's prior written consent. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant This Lease shall not assign be assigned or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises Property sublet in whole or any in part thereof by Tenant without the prior written consent and approval of Landlord, which consent approval shall not be unreasonably withheld, and if such consent and approval should be given, Tenant shall nevertheless remain liable for rents and performance of all other provisions of this Lease as though any such assignment or subletting has not been made. Landlord shall have the right to sell the Building at any time during the Lease Term, subject only to the rights of Tenant hereunder. In the event of any assignment, transfer (including transfers by operation the sale or exchange of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions Building and the assignment of this Lease, Landlord shall be relieved of all liability for the covenants and obligations in or derived from this Lease, or arising out of any act, occurrence or omission relating to the Leased Property or this Lease. The covenants, representations, and obligations of Landlord shall be binding on Landlord only during the period that Landlord has an ownership interest in the Building. Further, Landlord shall have the right to terminate subordinate this Lease and/or to re-enter any mortgage presently existing or hereafter placed upon the Building by so declaring in such mortgage. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and repossess deliver to Landlord, without cost, any instrument which Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease and an estoppel certificate in such form as Landlord may reasonably request certifying (i) that this Lease is in full force and effect and unmodified or stating the nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant's knowledge, any uncured defaults or specifying such defaults if any are claimed, and (iv) any other matters or state of facts reasonably required respecting the Lease. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building. Notwithstanding the foregoing, if the mortgagee shall take title to the Leased Premises but Landlord’s rights Property through foreclosure or deed in lieu of foreclosure, Tenant shall be allowed to damages shall survive and continue in possession of the Leased Property as provided for in this Lease so long as Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasedefault. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. 10.1 The Tenant shall may not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord’s consent, which consent shall not be unreasonably withheld. In Tenant shall advise the event Landlord in writing, by certified mail, return receipt requested of any assignment, transfer (including transfers by operation of law its desire to assign or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, sublease and Landlord shall have 60 days from receipt of such notice to notify Tenant whether it rejects or consents to the right assignment or sublease. Landlord shall also have the option to terminate this Lease and/or elect to re-enter and repossess capture the Leased Premises but Landlord’s rights and terminate the Lease, if and only if Tenant desires to damages shall survive and Tenant shall not be released from any sublease all of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said the Leased Premises shall not be deemed for the entire term. If Landlord elects to be a waiver of recapture the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contraryLeased Premises, Tenant shall not assign or sublease this Lease without surrender the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Leased Premises no later than 90 days after Landlord’s prior written notice of its election to recapture. 10.2 The Landlord’s consent shall not be required for an assignment and the terms and conditions of this Lease Paragraph 10.1 shall not apply as to Landlord’s right to recapture if the Tenant assigns or subleases the Leased Premises to a parent, subsidiary, affiliate or parent corporation of Tenant, a corporation company into which Tenant merges is merged or consolidateswith which Tenant is consolidated, or to a the purchaser of all or substantially all of the assets of Tenant. 10.3 In connection with any permitted assignment or subletting, (i) the Tenant if shall pay monthly to the Landlord 50% of any increment in rent (1net of any reasonable broker’s commissions, attorney’s fees and marketing costs incurred by Tenant in connection therewith) received by Tenant gives Landlord prior written notice per square foot over the Base Rent then in effect during the year of the name assignment or subletting, which payment shall be made monthly together with the required rent hereunder; and (ii) if Tenant receives any consideration or value for such assignment or subletting, Landlord shall be paid 50% of any such assignee andconsideration or value within 10 days after receipt of the same by Tenant. As a condition hereunder, (2) the assignee assumes, in writing, Tenant covenants with Landlord that it will furnish to Landlord a copy of all of pertinent documents with respect to any such assignment or subletting so as to establish Tenant’s obligations under obligation to Landlord hereunder. 10.4 In the Lease andevent of any assignment or subletting permitted by the Landlord, (3) such assignment meets all the Tenant shall remain and be directly and primarily responsible for payment and performance of the “factors” listed below in this Article. within Lease obligations, and the Landlord reserves the right, at all times, to require and demand that the Tenant agree that any one of pay and perform the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution terms and conditions of this Lease. (b) Business reputation . In the case of the proposed sub-tenant/assignee must a complete recapture, Tenant shall be in accordance released from all further liability with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar respect to the recaptured space. No such assignment or subletting shall be made to any tenant who shall occupy the Leased Premises for any use other than that which is permitted by this Lease. (d) Use of to the Premises by the proposed sub-tenant/assignee will not tend to Tenant, or which would in any way violate or create any potential violation of any applicable laws, ordinances or regulations; and (e) Use rules and regulations of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premisesgovernmental boards and bodies having jurisdiction.

Assignment and Subletting. 17.1 Except as otherwise set forth herein, Tenant shall not assign assign, mortgage, pledge, hypothecate or transfer encumber this Lease nor the leasehold estate hereby created or hypothecateany interest herein, mortgage or sublet the Leased Premises or any part thereof portion thereof, or license the use of all or any portion of the Premises without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. Provided, however, that Tenant shall have the right, upon giving notice to Landlord, to assign this Lease or sublet all or any portion of the Premises to an Affiliate of Tenant so long as such Affiliate agrees to be bound by the terms and provisions of this Lease and, in the case of an assignment, assumes Tenant's obligations under this Lease. The restriction or limitation on use of the Premises shall continue to apply to any subtenant or assignee hereunder. Any consent by Landlord to any act requiring consent pursuant to this Section 17.1 shall not constitute a waiver of the necessity for such consent to any subsequent act. Tenant shall pay all reasonable costs, expenses and reasonable attorneys' fees that may be unreasonably withheld. In the event incurred or paid by Landlord in processing, documenting or administering any request of any assignment, transfer (including transfers by operation of law Tenant for Landlord's consent required pursuant to this Section 17.1. 17.2 Landlord may reasonably require that each proposed assignee or otherwise), hypothecation, mortgage or subletting without such written consentsublessee agree, in addition a written agreement satisfactory to any other right or remedy Landlord may have under Landlord, to assume and abide by all the terms and provisions of this Lease, Landlord including those which govern the permitted uses of the Premises. 17.3 In the absence of an express agreement in writing to the contrary executed by Landlord, no assignment, mortgage, pledge, hypothecation, encumbrance, subletting or license hereof or hereunder shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and act as a release of Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment the provisions, covenants and conditions of this Lease or to one or more subletting on the part of said Leased Premises shall not be deemed Tenant to be a waiver of the requirement for consent of Landlord to any future assignment or sublettingkept and performed. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.SECTION 18 LEASEHOLD FINANCING

Assignment and Subletting. (a) Tenant shall not assign not, voluntarily or transfer by operation of law, assign, transfer, mortgage, sublet or otherwise encumber Tenant's interest in this Lease or hypothecatethe Premises (a "TRANSFER"), mortgage or sublet the Leased Premises or any part thereof without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. In Satisfactory environmental undertakings by the assignee shall be required as a condition of Landlord's consent. Landlord shall respond to Tenant's written request for consent hereunder within 30 days after Landlord's receipt of the written request from Tenant and all materials and documentation required below; provided, that should Landlord not respond to Tenant's written request and delivery of all materials and documentation required herein, Lender shall have deemed to have denied such a request. Any attempted Transfer without such consent shall be void and shall constitute an Event of Default. Tenant's written request for Landlord's consent shall include, and Landlord's 30-day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements or other information reasonably sufficient to show the proposed assignee's or subtenant's financial condition, (b) a description of the business the assignee or subtenant intends to operate at the Premises, (c) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, and (d) a description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant. Tenant's sole remedy in the event that Landlord shall wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. (b) Landlord shall not unreasonably withhold or condition its consent to a Transfer provided that Tenant has complied with each requirement and condition of this Section 8. It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 8 is not complied with or: (1) in Landlord's reasonable judgment, a proposed assignee or subtenant is unable financially to pay the rents due under this Lease as and when they are due and payable; (2) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignmentassignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (3) an Event of Default has occurred and is continuing at the time of the request; (4) Landlord is or has been involved in a legal dispute with the proposed assignee or subtenant; (5) the assignee or subtenant is a governmental or quasi-governmental entity or an agency, transfer department or instrumentality of a governmental or quasi-governmental agency; or (including transfers by operation 6) the assignee or subtenant will use, store or handle Hazardous Substances (as herein defined) in or about the Premises of law a type, nature, or otherwise), hypothecation, mortgage or subletting without such written consent, in addition quantity not acceptable to Landlord. (c) The following terms and conditions shall be applicable to any Transfer: (i) Tenant shall remain jointly and severally liable with any permitted assignee or subtenant to Landlord for the payment of rent or other right or remedy Landlord may have performance obligation of Tenant under the provisions of this Lease, regardless of whether Landlord accepts performance from any assignee or subtenant of Tenant. (ii) Any consent by Landlord to any Transfer shall not constitute a consent to, or waiver of, any subsequent Transfer by Tenant or to any subsequent or successive Transfer by an assignee or subtenant. (iii) Landlord shall have the right to terminate this Lease and/or require as a condition to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contraryconsent, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment assignee of this Lease to provide financial security (in the form of a subsidiarysecurity deposit, affiliate or parent corporation letter of Tenantcredit, a corporation into which Tenant merges or consolidateslease guaranty, or otherwise) to a purchaser of all or substantially all of Landlord to secure the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (biv) Business reputation of the proposed sub-tenant/assignee must Landlord shall not be in accordance with generally acceptable commercial standardsliable under this Lease or under any sublease to any subtenant. (cv) Use Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said assignment or sublease, other than such obligations as are contrary or inconsistent with provisions of an assignment or sublease to which Landlord has specifically consented in writing. Without limiting the generality of the Premises by the proposed sub-tenant/foregoing, any assignee must be substantially similar of this Lease shall specifically acknowledge and agree to the use permitted by provisions of subsection 13(a) of this Lease. (d) Use The following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (i) Tenant hereby absolutely and unconditionally assigns and transfers to Landlord all of Tenant's interest in all rentals and income arising from any sublease entered into by Tenant, and Landlord may collect such rent and income and apply same toward Tenant's obligations under this Lease; provided, however, that until an Event of Default, Tenant may receive, collect and enjoy the proposed sub-tenant/assignee will rents accruing under such sublease. Landlord shall not, by reason of this or any other assignment of such rents to Landlord nor by reason of the collection of the rents from a subtenant, be deemed to have assumed or recognized any sublease or to be liable to the subtenant for any failure of Tenant to perform and comply with any of Tenant's obligations to such subtenant under such sublease, including, but not tend limited to, Tenant's obligation to violate return any security deposit. Tenant hereby irrevocably authorizes and directs any such subtenant, upon receipt of a written notice from Landlord stating that an Event of Default exists, to pay to Landlord the rents due as they become due under the sublease. Tenant agrees that such subtenant shall have the right to rely upon any such statement and request from Landlord, and that such subtenant shall pay such rents to Landlord without any obligation or create right to inquire as to whether such default exists and notwithstanding any potential violation notice or claim from Tenant to the contrary. (ii) Should an Event of Default occur and Landlord elects to terminate this Lease, Landlord, at its option and without any lawsobligation to do so, ordinances may also elect, at the time of Landlord's election to terminate this Lease, to require any subtenant to attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant under such sublease from the time of the exercise of said option to the termination of such sublease; provided, however, Landlord shall not be liable for any prepaid rents or regulations; andsecurity deposit paid by such subtenant to Tenant or for any other prior defaults of Tenant under such sublease. (e) Use Notwithstanding anything to the contrary contained in this Section 8, Tenant shall have the right, without Landlord's consent, upon 15 days advance written notice to Landlord, to assign this Lease or to sublease all or part of the Premises to any entity which controls, is controlled by or is under common control with Tenant (hereinafter, an "AFFILIATE"); provided, that such assignment is subject to the proposed sub-tenant/assignee will satisfaction of the following conditions: (i) Tenant shall not violate any other agreements affecting the Premises.be released from liability under this Lease;

Assignment and Subletting. (a) Except as provided in Section (b) below, Tenant shall not assign enter into nor permit any Transfer voluntarily or transfer this Lease or hypothecateby operation of law, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of any assignmentWithout limitation, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Tenant agrees that Landlord’s rights to damages shall survive and Tenant consent shall not be released considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord and Landlord has available space to lease to such existing tenant consistent with the requirements of said existing tenant at the time of the proposed Transfer, (ii) the business, business reputation or creditworthiness of the proposed transferee is unacceptable to Landlord, (iii) Landlord has comparable space in the Building available for lease by the proposed transferee, or (iv) there is an uncured Event of Default or any act or omission has occurred which would constitute an Event of Default with the giving of notice and/or the passage of time. Consent to one Transfer shall not be deemed to be consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any of its obligations obligation under this Lease. Consent by Landlord to one or more assignment Landlord’s acceptance of this Lease or to one or more subletting of said Leased Premises Rent from any person shall not be deemed to be a waiver of the requirement for consent of by Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum provision of this Lease or to be consent to any Transfer. Any Transfer not in conformity with this Section 18 shall be void at the option of Landlord. (but not the Lease itselfb) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of in the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name event of any such assignee and, Transfer by Tenant to an Affiliate provided that (2i) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, Affiliate has a tangible net worth (3defined to mean total assets less both intangible assets and total liabilities) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of Tenant as of the existing Tenant at the time of execution date of this Lease. , (bii) Business reputation Tenant provides Landlord notice of the proposed sub-tenant/assignee must Transfer at least 15 days prior to the effective date, together with current financial statements of the Affiliate certified by an officer of the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement or sublease reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease (a “Permitted Transfer”). Notwithstanding anything to the contrary in this Lease, an initial public offering by Tenant shall not be in accordance with generally acceptable commercial standardsconsidered an assignment of this Lease and shall not require Landlord’s consent. (c) Use The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises for substantially the balance of the Term of this Lease (other than to an Affiliate), Landlord may terminate this Lease upon written notice to Tenant within 10 business days after receipt of Tenant’s notice of its proposal of such Transfer. If this Lease is not so terminated, Tenant shall pay to Landlord, immediately upon receipt, 50% of the excess of (i) all compensation received by Tenant for the proposed sub-tenant/assignee must Transfer after deducting Tenant’s reasonable out of pocket costs incurred with respect to such transfer, with such deduction to be substantially similar amortized on a straight line basis over the remaining term of this Lease, in the event of an assignment, or over the term of the sublease, over (ii) the Rent allocable to the use permitted by this LeasePremises transferred. (d) Use If Tenant requests Landlord’s consent to a Transfer, Tenant shall provide Landlord, at least 15 days prior to the proposed Transfer, current financial statements of the Premises transferee certified by an officer of the transferee, a complete copy of the proposed sub-tenant/assignee will not tend Transfer documents, and any other information Landlord reasonably requests. Promptly following any approved assignment or sublease, Tenant shall deliver to violate or create any potential violation Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to reimburse Landlord for reasonable administrative and attorneys’ fees in connection with the processing and documentation of any lawsTransfer for which Landlord’s consent is requested, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premisesto exceed $2,500.

Assignment and Subletting. Unless otherwise provided herein, Tenant shall not assign or transfer may not, without at least ten (10) business days’ prior written notice to Landlord in accordance with the Notices provision of this Lease or hypothecateLease, mortgage or sublet the Leased Premises or any part thereof without and the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld, delayed or conditioned, assign this Lease or any interest hereunder, or sublet the Premises or any part thereof, or permit the use or occupancy of the Premises or any part thereof by any party other than Tenant (collectively, an “Assignment”). In the event that Tenant provides Landlord with notice of such proposed Assignment, such notice shall be accompanied by a copy of any assignmentand all documents, transfer (including transfers instruments and agreements pertaining to such transaction reasonably necessary for Landlord to evaluate such proposed Assignment. Whether or not such proposed Assignment is approved by operation of law or otherwise)Landlord, hypothecation, mortgage or subletting without such written consent, Tenant shall reimburse Landlord for its reasonable attorneys’ fees incurred in addition to connection with reviewing any other right or remedy Landlord may have under the provisions of this Lease, proposed Assignment. Landlord shall have ten (10) business days from its receipt of Tenant’s notice of the right proposed Assignment and all other required and reasonably requested information within which to terminate this Lease and/or make a decision as to re-enter and repossess whether or not such proposed Assignment will be approved. At a minimum, without limitation, in each event the Leased Premises but Landlord’s rights to damages shall survive and following requirements must be satisfied: (a) Tenant shall not be released from any obligations or any liabilities hereunder as a result of any such Assignment; (b) an event of default hereunder at the time it requests Landlord’s consent or on the effective date of the proposed Assignment shall not be occurring; (c) any Assignment or attempted Assignment without Landlord’s consent, unless otherwise provided herein, shall be voidable at Landlord’s option; (d) Landlord shall be provided with such information regarding the name, identity, business reputation and creditworthiness of the proposed assignee or subtenant as Landlord shall reasonably request; and (e) in the case of an assignment of the Lease, Tenant and assignee shall deliver to Landlord a written agreement in form and content reasonably acceptable to Landlord whereby, inter alia, the assignee assumes jointly and severally with Tenant all of the obligations and liabilities of Tenant under this Lease. No sublessee shall have a right further to sublet without Landlord’s prior consent, which shall not be unreasonably withheld, delayed or conditioned, and any assignment by a sublessee of its sublease shall be subject to Landlord’s prior consent as aforesaid in the same manner as if Tenant were entering into a new sublease. No sublease, once consented to by Landlord, shall be modified by Tenant without Landlord’s prior consent, which consent shall not be unreasonably withheld, delayed or conditioned. Regardless of Landlord’s consent and regardless of whether Landlord consent is required pursuant to the terms hereof, no subletting or assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the rental and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person shall both be deemed to be a waiver by Landlord of any provision hereof. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without obtaining its or their consent thereto, and such action shall not relieve Tenant of liability under this Lease. Tenant shall pay Landlord, within thirty (30) days after demand, the amount of Landlord’s out-of-pocket costs incurred in processing each proposed assignment, transfer or sublet (including, without limitation, attorneys’ and other professional fees and costs). Upon Landlord’s receipt of a request by Tenant to assign this Lease or any interest herein or in the Premises or to transfer or sublet the Premises or any part thereof or permit the use of the Premises or any portion thereof by any party other than Tenant or a Permitted User or a Permitted Transferee, as both are defined below, Landlord shall have the right (but not the legal obligation), at Landlord’s option, to terminate this Lease in writing as to the portion of the Premises proposed to be assigned or sublet, to be exercised within ten (10) business days of Landlord’s receipt of the response and effective thirty (30) days thereafter. Should Landlord elect to terminate the Lease, Tenant shall be relieved of any liability or obligation as to such portion of the Premises beyond the effective date of termination, except for obligations or liabilities which by the terms of this Lease expressly survive termination or expiration. If the aggregate Base Rent paid by a sublessee other than a Permitted User or Permitted Transferee for any portion of the Premises exceeds the sum of Tenant’s Base Rent and Tenant’s costs and expenses actually incurred in connection with such sublease, then fifty percent (50%) of such excess shall be paid to Landlord within fifteen (15) days after such amount is received by Tenant. Unless Landlord expressly agrees in writing to terminate the Lease or Tenant’s obligations hereunder, in no event shall any Assignment, whether approved by Landlord or not, relieve Tenant from its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises Assignment shall not destroy or waive this provision, and all later Assignments shall likewise be deemed to be a waiver of the requirement for made only upon prior written consent of Landlord as provided herein. Assignees shall become liable directly to Landlord for all obligations of Tenant hereunder, without relieving Tenant of or from any future assignment or sublettingliability hereunder. Notwithstanding anything contained herein any provision to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of or sublet the Premises or portions thereof without Landlord’s right to terminate this Lease (but not or recapture any portion of the Lease itself) may be recorded in the appropriate public records. Notwithstanding the abovePremises, without Landlord’s prior written consent shall not be required for an assignment and without causing a Transfer to occur to any of this Lease the following entities (a “Permitted Transferee”) in connection with any of the following events: (a) to any corporation or other entity that controls, is controlled by or is under common control with Tenant; (b) to any corporation or other entity resulting from a subsidiarymerger, affiliate acquisition, consolidation or parent corporation reorganization of or with Tenant, a corporation into which Tenant merges ; or consolidates, or to a purchaser (c) in connection with the sale of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of Tenant, provided the name of any such subtenant or assignee andshall assume in a writing, (2) the assignee assumes, in writingdelivered to Landlord, all of Tenant’s obligations under the Lease and, (3) such assignment meets all effective upon the consummation of the transfer, and Tenant shall give written notice to Landlord of the proposed transfer at least fifteen (15) days in advance of the consummation thereof. In addition, Tenant may without Landlord’s consent, right of termination or recapture or without causing a Transfer to occur hereunder, but with at least fifteen (15) days advance written notice to Landlord, permit a Hitachi entity (“factors” listed below Hitachi”) or any other logistics operator designated by Tenant (other than existing tenants leasing space or negotiating with Landlord to lease space within the Property) to sublet or use portions of the Premises from time to time during the Term (a “Permitted User”). When Landlord’s consent is required herein as a condition to the proposed Assignment, in this Article. determining whether to consent or withhold consent to a proposed Assignment, Landlord and Tenant agree that Landlord may withhold its consent to any one proposed Assignment, if (1) the proposed assignee or subtenant proposes to engage in a business in the Premises which is not consistent with the standards of the following factorsBuilding or is not permitted by or would contravene the provisions of this Lease; or (2) the lease to, or use of the Premises or any portion thereof by, such subtenant or assignee will cause Landlord to be in violation of any restrictive use covenants granted by Landlord to any other tenant in the Property in such tenant’s lease or in any ECRs; or (3) in the case of a proposed assignment, the proposed assignee is not reasonably creditworthy or of sufficient financial worth to perform its obligations (financial and otherwise) under this Lease; or (4) the proposed assignee or subtenant is then a tenant in the Property, or is then negotiating with Landlord to become a tenant in the Property, provided, however, it is understood and agreed that the bases set forth above upon which Landlord may reasonably withhold its consent to a proposed Assignment are not intended, and shall not be construed, to be an exclusive list of reasonable bases upon which Landlord may withhold its consent, and Landlord reserves the right to withhold its consent to any proposed Assignment by virtue of any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of basis. Upon execution of any sublease or assignment approved by Landlord under this LeaseArticle, an original, fully-executed counterpart of (the sublease or assignment shall be promptly delivered to Landlord by Tenant. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Tenant shall not assign have the right to assign, sublet, transfer or transfer encumber this Lease or hypothecatelease, mortgage or sublet the Leased Premises or any part thereof interest therein, without the prior written consent of Landlord. Any attempted assignment, which consent subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall not be unreasonably withheldvoid. In the event All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (including transfers by operation of law or otherwiseall such assignees, sublessees and transferees being hereinafter referred to as "successors"), hypothecationby assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, mortgage subletting or subletting without such written consentother transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other right remedies herein provided, as provided by law, may at its option collect directly from such assignee or remedy Landlord may have subtenant all rents becoming due to Tenant under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be void. Landlord may assign this Lease and construed to constitute a Memorandum novation or a release of this Lease (but not Tenant from the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation further performance of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s 's obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasehereunder. (b) Business reputation If this lease is assigned to any person or entity pursuant to the provisions of the proposed sub-tenant/assignee must Bankruptcy Code 11 U.S.C. 101 et seq., (The "Bankruptcy Code"), any and all monies or other considerations payable or otherwise to be delivered in accordance connection with generally acceptable commercial standardssuch assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of the Landlord and be promptly paid or delivered to Landlord. (c) Use Any person or entity to which this lease is assigned pursuant to the provisions of the Premises by the proposed sub-tenant/assignee must Bankruptcy Code, shall be substantially similar deemed, without further act or deed, to the use permitted by this Lease. (d) Use have assumed all of the Premises by obligations arising under this lease on and after the proposed sub-tenant/date of such assignment. Any such assignee will not tend shall upon demand execute and deliver to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the PremisesLandlord an instrument confirming such assumption.

Assignment and Subletting. Tenant shall not assign assign, transfer, mortgage, pledge, hypothecate, or transfer encumber this Lease or hypothecateany interest therein, mortgage or nor sublet the Leased Premises or any part thereof thereof, or any right or privilege appurtenant thereto or permit the use or occupancy by any other party without the prior written consent of Landlordthe Landlord first had and obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted assignment, transfer, mortgage, encumbrance, or subletting without such consent shall be void and shall constitute a breach of this Lease without the need for notice to Tenant. Tenant shall give Landlord written notice of Tenant’s desire to assign or sublet all or some portion of the Premises and the date on which Tenant wishes to make such assignment or sublease, at least fifteen (15) days prior to such date. Such written notice shall set forth the name of the proposed assignee or sublessee, the nature of the business to be carried on in the Premises, the space to be assigned or sublet, the material terms and provisions of the proposed sublease or assignment, and such financial information as Landlord may reasonably request to the extent reasonably available. Landlord shall then have a period of fifteen (15) days following receipt of such notice and accompanying information within which to notify Tenant of its decision with respect to the proposed sublease or assignment. If Landlord fails to respond in writing within such period, Tenant may send a second notice to Landlord which notice must state prominently “THIS IS A SECOND REQUEST. FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS WILL BE DEEMED TO CONSTITUTE A CONSENT TO THE TRANSFER.” If Landlord still fails to respond in writing within five (5) business days after receipt of the second notice, Landlord will be deemed to have consented to such assignment or sublease. If Landlord rejects Tenant’s request, it shall do so in writing and shall specify the reasons for not giving its consent. If (i) Tenant intends to (or does) sublease, in the aggregate, more than fifty percent (50%) of the Building and (ii) the term of such sublease is for more than half the term of the Lease remaining from the date of such sublease to the earlier of (A) the Termination Date and (B) the expiration date of this Lease (or any sub-sublease or other transfer of an interest in the Premises of more than fifty percent of the Building for a term of more than half the remaining Term of this Lease or if earlier, the Termination Date), Landlord shall then have a period of twenty (20) days [fifteen days plus the second five business day written notice as set forth above] following receipt of such written notice directly from Tenant and all information reasonably requested by Landlord with respect to such sublease within which to notify Tenant in writing that Landlord elects, in Landlord’s sole discretion either (i) to terminate this Lease as to that portion of the Premises then being proposed to be sublet as of the date so specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such portion of the Premises, or (ii) to permit Tenant to make such assignment or sublease subject to the following: (a) Any such assignment, sublease or the like must be pursuant to a written agreement which shall provide that such assignee, sublessee, or other transferee agrees to abide by and not to violate the terms and conditions of this Lease. No sublease or assignment by Tenant shall relieve Tenant of any liability hereunder. Any sublease must provide that Tenant (Sublessor) has the right to reenter the Premises upon termination of such sublease. (b) One-half (1/2) of any sums or other economic consideration received by Tenant on account of the leasehold interest hereunder, which exceed in the aggregate the total sums which Tenant is obligated to pay under this Lease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease), after subtracting the amortized (amortized over the term of such sublease or assignment) amount of all transaction related costs including but not limited to rent concessions, improvement allowances, brokerage fees, advertising, and legal fees, shall be payable to Landlord as additional Rent under this Lease without affecting or reducing any other obligation of Tenant hereunder. (c) No assignment or sublease shall be valid and no assignee or subtenant shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord. Tenant shall have the duty and responsibility to take such actions as are necessary to ensure that such assignee or sublessee does not violate the terms and provisions of the Lease. In the event Tenant assigns the Lease with respect to less than all of any assignmentthe Premises, transfer (including transfers by operation all options to purchase the Premises or to renew this Lease at the end of law the original term, which options, if any, are defined and explained herein or otherwise), hypothecation, mortgage or subletting without such written consent, in addition an addendum to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have terminate. (d) Notwithstanding the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contraryforegoing, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not or sublet the Lease itself) may be recorded in the appropriate public records. Notwithstanding the abovePremises or any portion thereof, without Landlord’s consent and without being subject to the termination right set forth in Section 16 above or the provisions of Sections 16(b), but with prior written consent shall not be required for an assignment of this Lease notice, to a subsidiaryany corporation, affiliate partnership, individual or parent corporation of other entity which controls, is controlled by or is under common control with Tenant, a corporation into which Tenant merges or consolidates, or to any corporation, partnership, individual or other entity, resulting from a purchaser of all merger or substantially consolidation with Tenant, or to any person or entity which acquires all of the assets of Tenant if Tenant’s business as a going concern, provided that (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2i) the assignee or sublessee assumes, in writingfull, all the obligations of Tenant’s obligations Tenant under the Lease andthis Lease, (3ii) such assignment meets all Tenant (or its successor following a merger) remains fully liable under this Lease, and (iii) the use of the “factors” listed below in this Article. Landlord and Tenant agree that any one Premises remains unchanged, unless the approval of the following factorsCity of Mountain View is obtained (to the extent required). No transfer of stock in the Tenant shall be considered an assignment, sublease or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of transfer under this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay Landlord, whether or not consent is ultimately given, Landlord’s reasonable costs, including attorneys’ fees (which reasonable costs and attorneys’ fees shall not exceed Three Thousand and No/100ths Dollars ($3,000.00) in the Premises by the aggregate for each proposed sub-tenant/assignee will not violate any other agreements affecting the Premisesassignment or subletting) incurred in connection with evaluating such request and/or documenting such sublease or assignment.

Assignment and Subletting. (a) Except as provided in Section (b) below, Tenant shall not assign enter into nor permit any Transfer voluntarily or transfer this Lease or hypothecateby operation of law, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of any assignmentWithout limitation, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Tenant agrees that Landlord’s rights to damages shall survive and Tenant consent shall not be released considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord or an affiliate of Landlord, (ii) the business, business reputation or creditworthiness of the proposed transferee is unacceptable to Landlord, (iii) Landlord or an affiliate of Landlord has comparable space available for lease by the proposed transferee or (iv) Tenant is in default under this Lease or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any of its obligations obligation under this Lease. Consent by Landlord to one or more assignment Landlord’s acceptance of this Lease or to one or more subletting of said Leased Premises Rent from any person shall not be deemed to be a waiver of the requirement for consent of by Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum provision of this Lease or to be a consent to any Transfer. Any Transfer not in conformity with this Section 18 shall be void at the option of Landlord. (but not the Lease itselfb) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of in the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name event of any such assignee and, Transfer by Tenant to an Affiliate provided that (2i) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be Affiliate has a tangible net worth at least equal to that of Tenant as of the existing date of this Lease, (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the time effective date, together with current financial statements of execution the Affiliate certified by an executive officer of the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises by (other than to an Affiliate), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed sub-tenant/assignee must transferee or without that condition. If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate), Landlord may amend this Lease to remove the portion of the Premises to be substantially similar transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If this Lease is not so terminated or amended, Tenant shall pay to Landlord, immediately upon receipt, the excess of (i) all compensation received by Tenant for the Transfer over (ii) the Rent allocable to the use permitted by this LeasePremises transferred. (d) Use If Tenant requests Landlord’s consent to a Transfer, Tenant shall provide Landlord, at least 15 days prior to the proposed Transfer, current financial statements of the Premises transferee certified by an executive officer of the transferee, a complete copy of the proposed sub-tenant/assignee will not tend Transfer documents, and any other information Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to violate or create any potential violation Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to reimburse Landlord for reasonable administrative and attorneys’ fees in connection with the processing and documentation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the PremisesTransfer for which Landlord’s consent is requested.

Assignment and Subletting. In the event that Tenant desires to encumber this Lease, assign this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the Premises, Tenant shall notify Landlord in writing and shall state the name of the proposed assignee, sublessee or other transferee and the terms of the proposed assignment, sublease or transfer. Tenant shall also provide financial information and state and provide information requested by Landlord as to the nature and character of the business of the proposed assignee, sublessee or transferee. Landlord shall have the option to retake possession of the Premises and terminate this Lease as of the date on which the proposed assignment, sublease or other transfer was to become effective unless such proposed sublease was for less than 40% of the Premises or for a term shorter than the remaining Lease Term. Landlord must exercise such option to retake the Premises by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s notice or Landlord will be deemed to have rejected its option to retake the Premises. If Landlord fails to exercise its option to retake the Premises or does not have such right, Tenant shall not assign or transfer mortgage this Lease or hypothecateany right hereunder or interest herein, mortgage or and Tenant shall not sublet the Leased Premises in whole or in part or grant any part thereof license, concession or other right of occupancy of any portion of the Premises, without the prior written consent of Landlord, which consent shall will not be unreasonably withheld, conditioned or delayed. Any such assignment, mortgage or subletting without such consent shall be void and shall, at the sole option of the Landlord, be deemed an event of default by Tenant under this Lease. Notwithstanding any assignment or subletting consented to by Landlord, Tenant and any guarantor of Tenant’s obligations under this Lease and each assignee shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant’s other covenants and obligations under this Lease. No consent to any assignment or mortgage of this Lease or any subletting of the Premises shall constitute a waiver of the provisions of this Paragraph except as to the specific instance covered thereby. In the event that the monthly rental per square foot of space subleased which is payable by any assignment, transfer sublessee to Tenant shall exceed the monthly rental per square foot for the same space payable for the same month by Tenant to Landlord (including transfers any bonuses or any other consideration paid directly or indirectly by the sublessee to Tenant), Tenant shall be obligated to pay one hundred percent (100%) of the amount of such excess to Landlord as additional rent hereunder on the same date it is received by Tenant from the sublessee less reasonable and verifiable costs incurred by Tenant in obtaining the subtenant. In the event Tenant shall receive any consideration from an assignee other than the assumption by the assignee of Tenant’s obligations hereunder, Tenant shall be obligated to pay one hundred percent (100%) of such consideration to Landlord as additional rent hereunder less reasonable and verifiable costs incurred by Tenant in obtaining the assignee on the same date it is received by Tenant. Landlord, at Landlord’s option, may elect to require that rental payable by any sublessee be paid directly to Landlord and offset Tenant’s rent obligations accordingly. At no time during the Lease Term shall Tenant be entitled to advertise the Premises for sublease without the prior written consent of Landlord, such consent not to be unreasonably withheld. If Tenant is a corporation or partnership, an assignment prohibited by this Paragraph 11 shall be deemed to include one or more sales or transfers, by operation of law or otherwise), hypothecationor creation of new stock or partnership interests, mortgage by which a majority of the voting shares of the corporation or subletting without such written consentinterests in the partnership shall be [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. vested in addition to any other right a party or remedy Landlord may have under parties who are not owners of a majority of the voting shares or partnership interests of Tenant as of the date hereof; provided, however, that the foregoing provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant sentence shall not be released from applicable if (i) Tenant’s stock is listed on a recognized securities exchange or (ii) at least eighty percent (80%) of Tenant’s stock is owned by a corporation whose stock is listed on a recognized securities exchange. For the purposes hereof, stock ownership shall be determined in accordance with the principles set forth in section 544 of the Internal Revenue Code of 1986, as amended to the date hereof. Any transfer by operation of law shall also constitute an assignment prohibited by this Paragraph 11. Tenant shall reimburse Landlord, on demand, for its reasonable attorneys’ fees and other expenses incurred in connection with considering any request for Landlord’s consent to an assignment or sublease of its obligations under this Leasethe Premises. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises Notwithstanding the foregoing, the following shall not be deemed to be a waiver of the requirement for consent of Landlord to any future considered an assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign transfer prohibited hereunder or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, which otherwise requires Landlord’s prior written consent shall not be required for an consent: the assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets any successor of Tenant if (1) into which or with which Tenant gives Landlord prior written notice of the name of any such assignee andis merged or consolidated, (2) arising from the assignee assumes, in writing, all transfer of Tenant’s obligations entire interest under this lease made in conjunction with the Lease andtransfer of a majority of the assets and liabilities of Tenant, or (3) such assignment meets all arising from the acquisition of the “factors” listed below assets and liabilities of another entity by Tenant; so long as in this Article. Landlord and Tenant agree that any one each of the following factorsgeneral and specific circumstances described in (1), or any other reasonable factor(2) and (3) of this Paragraph 11, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength the surviving entity shall have a level of the proposed sub-tenant/assignee must be at least creditworthiness equal to that or greater than the level of the existing creditworthiness of Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar prior to the use permitted by this Leaseapplicable level of creditworthiness of Tenant prior to the applicable event. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Except as provided in Section (b) below, Tenant shall not assign enter into nor permit any Transfer voluntarily or transfer this Lease or hypothecateby operation of law, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of any assignmentWithout limitation, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Tenant agrees that Landlord’s rights to damages shall survive and Tenant consent shall not be released considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord or an affiliate of Landlord in a building owned by Landlord or its affiliate located within Great Valley Parkway, except in the event the transferee is TELA Bio in which case Landlord consent shall not be unreasonably withheld (ii) the business, business reputation or creditworthiness of the proposed transferee is unacceptable to Landlord, (iii) Landlord or an affiliate of Landlord has comparable space available for lease by the proposed transferee in a building owned by Landlord or its affiliate located within Great Valley Parkway, or (iv) Tenant is in default under this Lease or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any of its obligations obligation under this Lease. Consent by Landlord to one or more assignment Landlord’s acceptance of this Lease or to one or more subletting of said Leased Premises Rent from any person shall not be deemed to be a waiver of the requirement for consent of by Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum provision of this Lease or to be a consent to any Transfer. Any Transfer not in conformity with this Section 18 shall be void at the option of Landlord. (but not the Lease itselfb) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of in the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name event of any such assignee and, Transfer by Tenant to an Affiliate provided that (2i) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be Affiliate has a tangible net worth at least equal to that of Tenant as of the existing date of this Lease, (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the time effective date, together with current financial statements of execution the Affiliate certified by an executive officer of the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises by (other than to an Affiliate or to TELA Bio), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed sub-tenant/assignee must transferee or without that condition. If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate or TELA Bio), Landlord may amend this Lease to remove the portion of the Premises to be substantially similar transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If this Lease is not so terminated or amended, Tenant shall pay to Landlord, immediately upon receipt, the excess of (i) all compensation received by Tenant for the Transfer over (ii) the Rent allocable to the use permitted by this LeasePremises transferred. (d) Use If Tenant requests Landlord’s consent to a Transfer, Tenant shall provide Landlord, at least 15 days prior to the proposed Transfer, current financial statements of the Premises transferee certified by an executive officer of the transferee, a complete copy of the proposed sub-tenant/assignee will not tend Transfer documents, and any other information Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to violate or create any potential violation Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to reimburse Landlord for reasonable administrative and attorneys’ fees in connection with the processing and documentation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the PremisesTransfer for which Landlord’s consent is requested.

Assignment and Subletting. Tenant shall agrees not to assign or transfer this Lease ------------------------- or hypothecate, mortgage or any interest therein nor to sublet the Leased Premises whole or any part thereof without of the prior Premises unless and until the area encompassed by the proposed sublease or assignment is first offered in writing to Landlord for a period of ten (10) days, with Landlord having the option to take said proposed assigned or sublet space for its own account and to relet the same for its own account and proportionately abating Tenant's rent during the term of said proposed sublease or assignment. If Landlord chooses not to exercise this option, Tenant with Landlord's written consent first obtained may sublet or assign all or a portion of Landlordthe Premises, providing the proposed sublessee or assignee first pays in advance two months' rent which consent shall not will be unreasonably withheld. In applied to the rent due during the last two months of the proposed subleasing or assignment and provided further that, in the event said sublessee or assignee pays rent (or other form of any assignmentcompensation however designated) greater than that due from Tenant, transfer (including transfers said excess shall be paid over to Landlord by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Tenant as received and the same shall constitute additional rent due Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and from Tenant shall not be released from any of its obligations under this Lease. Consent to any assignment or subletting shall apply only in the given instance and a further assignment or subletting by Tenant or its assignee or subtenant shall be made only after obtaining Landlord's prior written consent as provided in Section 8. Nothing contained herein will obligate Landlord to one consent to any proposed assignment or more assignment sublease if the proposed sublessee or assignee does not meet Landlord's reasonable financial criteria or would otherwise be considered an undesirable tenant, because of its business or business reputation, the character of the Building and the types and mix of other tenants. Upon any subletting, nothing contained herein shall be construed to relieve Tenant of any of its obligations contained in this Lease or including, without limitation, the obligation to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or sublettingpay rent. Notwithstanding anything contained herein to the contrary, Tenant shall not require Landlord's consent to sublease Premises or assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease lease to a subsidiary, bona fide subsidiary or affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign assign, sublet or transfer this Lease otherwise transfer, whether voluntarily or hypothecateinvoluntarily or by operation of law, mortgage or sublet the Leased Premises or any part thereof without the Landlord's prior written consent of Landlordapproval, which consent shall not be unreasonably withheld; provided, however, Tenant agrees it shall be reasonable for Landlord to disapprove of a requested sublease or assignment, if the proposed subtenant or assignee does not have a tangible net worth (as determined in accordance with generally accepted accounting principles consistently applied) equal to or greater than that of Tenant as of the date of the Lease as shown in the financial information provided to Landlord, or if the proposed subtenant or assignee is currently a tenant in any other space leased by Landlord or if such proposed subtenant or assignee is in the process of negotiation with Landlord to lease other space owned or managed by Landlord. In The merger of Tenant with any other entity in which Tenant does not retain a controlling ownership or beneficial interest or the event transfer of any assignmentcontrolling or managing ownership or beneficial interest in Tenant, transfer or the assignment of a substantial portion of the assets of Tenant, whether or not located at the Premises, shall constitute an assignment hereunder. If Tenant desires to assign this Lease or sublet any or all of the Premises, Tenant shall give Landlord written notice thereof with copies of all related documents and agreements associated with the assignment or sublease, including without limitation, the financial statements of any proposed assignee or subtenant, forty-five (including transfers by operation 45) days prior to the anticipated effective date of law the assignment or otherwise), hypothecation, mortgage sublease. Tenant shall pay Landlord's reasonable attorneys' fees incurred in the review of such documentation plus an administrative fee of Five Hundred Dollars ($500.00) for each proposed transfer. Landlord shall have a period of thirty (30) days following receipt of such notice and all related documents and agreements to notify Tenant in writing of Landlord's approval or subletting without disapproval of the proposed assignment or sublease. If Landlord fails to notify Tenant in writing of such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Leaseelection, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future have disapproved such assignment or subletting. Notwithstanding anything contained herein to This Lease may not be assigned by operation of law. If the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any proposed assignment or sublease without is for substantially the mortgagee’s consent shall be void. remainder of the Term, Landlord may assign this Lease and a Memorandum of this terminate the Lease (but not or in the case of a partial sublease, terminate the Lease itself) may be recorded in with respect to the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use portion of the Premises by the proposed sub-tenant/assignee must to be substantially similar subject to the use permitted sublease) by this Lease. giving written notice to Tenant within such thirty (d30) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.day

Assignment and Subletting. A. Tenant shall not assign have the right to assign, encumber or transfer pledge this Lease or hypothecateto sublet the whole or any part of the Leased Premises, mortgage whether voluntarily or sublet by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any part thereof use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any assignmentsublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, transfer Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (including transfers by operation of law or otherwiseas hereinafter defined), hypothecationif the Leased Premises or any part thereof are then assigned or sublet, mortgage or subletting without such written consentLandlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant. B. In addition to, but not in limitation of, Landlord’s right to approve of any subtenant or remedy Landlord may have under the provisions of this Leaseassignee, Landlord shall have the right option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease and/or Lease, or in the case of a proposed subletting of less than the entire Leased Premises, to re-enter and repossess recapture the portion of the Leased Premises but to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord’s rights receipt of Tenant’s written notice as required above. If this Lease shall be terminated with respect to damages shall survive and Tenant shall not be released from any of its obligations under the entire Leased Premises pursuant to this Lease. Consent by Landlord to one or more assignment Paragraph 8B, the Term of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver end on the date stated in Tenant’s notice as the effective date of the requirement for consent of Landlord to any future sublease or assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease as if that date had been originally fixed in this Lease without for the prior written approval expiration of any the Term hereof. If Landlord mortgagee to recaptures under this Paragraph 8B only a portion of the extent such written consent is required of such mortgagee and any assignment or sublease without Leased Premises, the mortgagee’s consent Rent during the unexpired Term shall be void. Landlord may assign ▇▇▇▇▇ proportionately based on the Rent contained in this Lease as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and a Memorandum of expense, discharge in full any and all commission obligations with respect to this Lease (but not the Lease itself) that may be recorded due and owing now or in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant future at the time of execution of this Leaseany assignment or subletting by Tenant or upon recapture by Landlord. (b) Business reputation C. All documents utilized by Tenant to evidence any subletting or assignment for which Landlord’s consent has been requested, shall be subject to prior approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall pay on demand all of Landlord’s reasonable costs and expenses, including reasonable attorney’s and accountant’s fees, incurred in determining whether or not to consent to any requested subletting or assignment and for the proposed sub-tenant/assignee must review and approval of such documentation. In no event, however, shall Tenant be in accordance with generally acceptable commercial standardsrequired to reimburse Landlord for any such costs that exceed $3,000 for any one particular requested subletting or assignment. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. If Tenant shall not desires to assign or transfer this Lease or hypothecate, mortgage lease or sublet the Leased Premises or any part thereof without thereof, Tenant shall give Landlord written notice of such desire together with the name of the proposed assignee or sublessee, a detailed description of its business, and current financial information about it in sufficient detail to allow Landlord to assess the financial condition of such proposed assignee or sublessee. Tenant shall give such notice and information to Landlord at least 60 days prior written consent of Landlord, to the date on which consent shall not be unreasonably withheldTenant desires to make such assignment or sublease. In For the event of any assignmentpurposes hereof, transfer (including transfers by operation of law more than half of the stock or otherwise), hypothecation, mortgage or subletting without such written consent, in addition other voting control of Tenant shall be deemed to any other right or remedy Landlord may have under the provisions constitute an assignment of this Lease. Landlord shall, within 30 days following receipt of such notice, notify Tenant in writing that Landlord elects either (i) to terminate this lease as to the space so affected as of the date so specified by Tenant, in which event Tenant will be relieved of all further obligation hereunder as to such space, (ii) to permit Tenant to assign this lease or sublet such space, or (iii) refuse to permit Tenant to assign this lease or sublet such space. If Landlord should fail to notify Tenant in writing of such election within such thirty-day period, Landlord shall be deemed to have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Leaseelected (iii) above. Consent by Landlord to one or more assignment of this Lease assignments or to one or more subletting of said Leased Premises sublettings shall not be deemed to be operate as a waiver of the requirement for consent of Landlord Landlord's rights as to any future subsequent assignments and sublettings. Tenant shall pay all costs incurred by Landlord in connection with the foregoing provisions including without limitation legal fees, construction costs to reconfigure the Premises, and credit checks. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this lease. Moreover, if the rental or other consideration (or a combination of the rental and any bonus or other consideration therefor or incident thereto) due and payable to Tenant by an assignee or sublessee exceeds the rental payable under this lease (appropriately prorated in the case of a sublease of less than all of the Premises), then Tenant shall be bound and obligated to pay Landlord fifty percent (50%) of all such excess rental and other excess consideration within ten (10) days after receipt thereof by Tenant. Notwithstanding anything contained herein the f immediately preceeding sentence, in the event that Tenant fails to occupy or vacates the contraryPremises prior to consummating an approved sublease or assignment, Tenant shall not assign or sublease this Lease without the prior written approval be bound and obligated to pay to Landlord one hundred percent (100%) of any Landlord mortgagee to the extent such written consent is required of such mortgagee all excess rental and other excess consideration. Finally, upon any assignment or sublease without the mortgagee’s consent subletting all rentals paid to Tenant by an assignee or sublessee shall be voidreceived by Tenant in trust for Landlord, to be forwarded immediately to Landlord. If Landlord may transfers and assigns its interest in this lease and the Building containing the Premises, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations. Tenant shall not mortgage, pledge or otherwise encumber its interest in this lease or in the Premises. Landlord's permission to assign this Lease and a Memorandum of this Lease (but lease or sublet Tenant's space will not the Lease itself) may be recorded denied in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of event the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant or sublesse is at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignment or subletting a "Fortune 1000" company and the proposed assignee must be in accordance with generally acceptable commercial standards. (c) Use of or sublesse will use the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Leasefor purely office purposes. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Except as otherwise expressly provided herein, Tenant shall not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises all or any part thereof portion of the Premises without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event Within twenty (20) days after delivery by Tenant of any request for Landlord's consent to a sublease or assignment, transfer (including transfers by operation of law Landlord shall deliver notice to Tenant indicating whether it consents or otherwise), hypothecation, mortgage does not consent to such proposed sublease or subletting without such written assignment. If Landlord withholds its consent, such notice shall contain a detailed explanation of the factors considered and conclusions arrived at by Landlord in addition withholding its consent. If Landlord fails to any other right deliver such notice to Tenant within such twenty (20) day period, Landlord shall be deemed to have consented to the proposed assignment or remedy sublease. The sole factors that Landlord may have consider in determining whether to consent or not to consent to a sublease or assignment are (a) whether the proposed subtenant or assignee has sufficient net worth and working capital to perform the obligations under the provisions proposed this Lease or the proposed sublease, as the case may be and (b) whether the use and occupancy of this Leasethe Premises by the proposed subtenant or assignee would result in additional material financial risks to Landlord. Landlord acknowledges that Tenant may, Landlord from time to time, desire to grant Tenant's lender(s) a security interest in the equipment and furnishings that Tenant may install or maintain in the Premises and that Tenant shall have the right to terminate grant such security interests without the consent of Landlord, provided that no such security interest shall encumber any fixture that Tenant is not entitled under the terms of this Lease and/or to re-enter and repossess remove at the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any expiration of its obligations under this Leasethe Term. Consent by Landlord to one or more Any attempted assignment of this Lease without the prior written approval of Landlord shall be void. No assignment approved or permitted to one be made without Landlord's consent under the next following paragraph of this Section 4.13, and no indulgence granted by Landlord to any assignee or more subletting sublessee, shall in any way impair the continuing primary liability (which after an assignment shall be joint and several with the assignee) of said Leased Premises Tenant hereunder, and no approval in a particular instance shall not be deemed to be a waiver of the requirement for consent of Landlord obligation to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written obtain Landlord's approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasecase. (b) Business reputation Notwithstanding the terms of Section 4.13(a), Landlord agrees that Tenant shall have the right, without Landlord's consent, to assign this Lease or sublease all or a portion of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards.Premises, as applicable as follows: (ci) Use Tenant shall have the right to assign this Lease to a Credit Entity (hereinafter defined). As used herein, a "Credit Entity" shall mean any person that immediately following such assignment and having given effect thereto will have a publicly traded unsecured senior debt rating of the Premises "Baa2" or better from ▇▇▇▇▇'▇ Investor's Services, Inc. or a rating of "BBB" or better from Standard & Poor's Corporation (or comparable ratings from successor rating agencies) (or, if such Person does not then have rated debt, a determination that by the proposed sub-tenant/assignee must either of such rating agencies its unsecured senior debt would be substantially similar to the use permitted so rated by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.such agency);

Assignment and Subletting. Without Landlord’s prior written consent, which shall not be unreasonably withheld conditioned or delayed, except in connection with a Permitted Transfer (defined below), Tenant shall not assign or transfer this Lease or hypothecate, mortgage or sublet sublease the Leased Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. It shall be reasonable for the Landlord to withhold, delay or condition its consent, where required, to any assignment or sublease in any of the following instances: (i) the assignee does not have a net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth of Tenant immediately prior to such assignment or the net worth of the Tenant at the time it executed the Lease; (ii) occupancy of the Premises by the assignee or sublessee would, in Landlord’s opinion, violate any agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (iii) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; (iv) the assignment or sublease is to another tenant in the Project and is at rates which are below those charged by Landlord for comparable space in the Project; or (v) in the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may reasonably request. Landlord may revoke its consent immediately and without notice if, as of the effective date of the assignment or sublease, there has occurred and is continuing any default under the Lease. For purposes of this paragraph, except in connection with a Permitted Transfer, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the foregoing to the contrary, provided no uncured default has occurred under this Lease, and subject to the provisions herein, Tenant may, without Landlord’s prior written consent, assign this Lease to any entity into which Tenant is merged or consolidated, or to any entity to which substantially all of Tenant’s assets are transferred, provided the following conditions are met: (x) such merger, consolidation, or transfer of assets is not principally for the purpose of transferring Tenant’s leasehold estate, (y) such merger, consolidation, or transfer of assets does not adversely affect the legal existence of the Tenant hereunder, and (z) such merger, consolidation, or transfer of assets of Tenant does not reduce the tangible net worth of Tenant after giving effect to such transfer (“Permitted Transfer”). Tenant hereby agrees to give Landlord written notice thirty (30) days prior to such merger, consolidation, or transfer of assets along with any documentation reasonably requested by Landlord related to the required conditions as provided above, unless such prior notice is prohibited by law or confidentiality agreement, in which case Tenant shall give Landlord notice as soon as reasonably possible. Notwithstanding anything to the contrary contained in this Lease, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”), without the prior written consent of Landlord (an “Affiliate Transfer”). Tenant shall reimburse Landlord for all of Landlord’s reasonable expenses in connection with any request for consent to an assignment or sublease not to exceed $3,000.00. This Lease shall be binding upon Tenant and its successors and permitted assigns. Upon Landlord’s receipt of Tenant’s written notice of a desire to assign or sublet the Premises, which consent shall not be unreasonably withheld. In the event of or any assignment, transfer part thereof (including transfers by operation of law or otherwiseother than in connection with a Permitted Transfer), hypothecationLandlord may, mortgage or subletting without such by giving written consentnotice to Tenant within 30 days after receipt of Tenant’s notice, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or with respect to re-enter and repossess the Leased Premises but Landlordspace described in Tenant’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver notice, as of the requirement date specified in Tenant’s notice for consent the commencement of Landlord to the proposed assignment or sublease. Notwithstanding any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment guarantor or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all surety of Tenant’s obligations under this Lease shall at all times remain fully responsible and liable for the Lease and, (3) such assignment meets payment of the rent and for compliance with all of Tenant’s other obligations under this Lease (regardless of whether Landlord’s approval has been obtained for any such assignments or sublettings). In the “factors” listed below in this Article. Landlord event that the rent due and Tenant agree that any one payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) other than in connection with a Permitted Transfer, exceeds the rental payable under this Lease after deduction of all reasonable costs incurred by Tenant in connection therewith (including brokerage commission, attorney’s fees, improvements costs, Landlord review fees and abated rent or other concessions), then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder 50% of such excess rental and other excess consideration within 10 days following factors, or any other reasonable factor, will be reasonable grounds for Landlord receipt thereof by Tenant; provided in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength the event of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use a sublease which is less than 100% of the Premises such excess rental and other consideration shall be applied on a square foot basis. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the proposed sub-tenant/assignee must be substantially similar assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the use permitted extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by this LeaseTenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall 10.1 The Tenants agree not assign or transfer this Lease or hypothecate, mortgage or to sublet the Leased Premises Rental Unit, or any part thereof assign the Lease without first requesting and obtaining, in writing, the prior Landlord's written consent. Such consent of Landlord, which consent shall will not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition . 10.2 The following conditions shall apply to any other right sublease or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or subletLease: (a) Financial strength The Tenants acknowledge that the Landlord will refuse to give consent to any short term sublet of the proposed sub-tenant/assignee must be at least equal to that Rental Unit, including subletting of the existing Tenant at the time of execution of this LeaseRental Unit through "AirBnB" or any similar service. (b) Business reputation of Where the proposed sub-tenant/assignee must be tenancy is monthly, the Tenants shall not sublet the Rental Unit for a term greater than the remaining days in accordance with generally acceptable commercial standardsthe month when the sublet takes effect. Where the tenancy is for a fixed term, the Tenant shall not sublet the Rental Unit for a term which ends after the fixed term. (c) Use The Tenants and Sub-Tenant shall complete documentation, reasonably required by the Landlord in respect of the Premises by sublet, prior to commencement of the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Leasetenancy. (d) Use In all cases, no consent to a sublet shall be granted by the Landlord unless the Tenants first provide to the Landlord a copy of an executed written sub-tenancy agreement specifying the date of termination of the Premises sub-tenancy and specifying that the sub-tenancy agreement shall not be amended by the proposed sub-tenant/assignee will parties without first obtaining the written consent of the Landlord thereto, which consent may not tend to violate or create any potential violation of any laws, ordinances or regulations; andbe unreasonably withheld. (e) Use The Tenants acknowledge that, in the event that the Rental Unit is sublet or assigned, the Tenant shall continue to be bound by all of the Premises provisions of the Lease, including the obligation to pay rent, until such time as the tenancy is terminated. (f) The Tenants further acknowledge that any Sub-Tenant must vacate the premises and the Tenants must deliver vacant possession of the Rental Unit upon termination of the tenancy. It is acknowledged that any rent paid by the proposed Sub- Tenant to the Landlord shall be deemed to be paid on behalf of the Tenants, but only during the term of the sub-tenant/assignee will not violate tenancy approved by the Landlord. 10.3 The Landlord may assign the Lease to any other agreements affecting subsequent owner of the PremisesRental Unit, which assignment shall be effective upon written notice to the Tenant.

Assignment and Subletting. 10.1 The Tenant shall may not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord’s consent, which consent shall not be unreasonably withheld. In Tenant shall advise the event Landlord in writing, by certified mail, return receipt requested of any assignment, transfer (including transfers by operation of law its desire to assign or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, sublease and Landlord shall have 45 days from receipt of such notice to notify Tenant whether it rejects or consents to the right assignment or sublease. Landlord shall also have the option to terminate this Lease and/or elect to re-enter and repossess capture the Leased Premises but Landlord’s rights and terminate the Lease, if and only if Tenant desires to damages shall survive and Tenant shall not be released from any sublease all of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said the Leased Premises shall not be deemed for the entire term. If Landlord elects to be a waiver of recapture the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contraryLeased Premises, Tenant shall not assign or sublease this Lease without surrender the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Leased Premises no later than 90 days after Landlord’s prior written notice of its election to recapture. 10.2 The Landlord’s consent shall not be required for an assignment and the terms and conditions of this Lease Paragraph 10.1 shall not apply as to Landlord’s right to recapture if the Tenant assigns or subleases the Leased Premises to a parent, subsidiary, affiliate or parent corporation of Tenant, a corporation company into which Tenant merges is merged or consolidateswith which Tenant is consolidated, or to a the purchaser of all or substantially all of the assets of Tenant. 10.3 In connection with any permitted assignment or subletting, (i) the Tenant if shall pay monthly to the Landlord 50% of any increment in rent (1net of any reasonable broker’s commissions, attorney’s fees and marketing costs incurred by Tenant in connection therewith) received by Tenant gives Landlord prior written notice per square foot over the Base Rent then in effect during the year of the name assignment or subletting, which payment shall be made monthly together with the required rent hereunder; and (ii) if Tenant receives any consideration or value for such assignment or subletting, Landlord shall be paid 50% of any such assignee andconsideration or value within 10 days after receipt of the same by Tenant. As a condition hereunder, (2) the assignee assumes, in writing, Tenant covenants with Landlord that it will furnish to Landlord a copy of all of pertinent documents with respect to any such assignment or subletting so as to establish Tenant’s obligations under obligation to Landlord hereunder. 10.4 In the Lease andevent of any assignment or subletting permitted by the Landlord, (3) such assignment meets all the Tenant shall remain and be directly and primarily responsible for payment and performance of the “factors” listed below in this Article. within Lease obligations, and the Landlord reserves the right, at all times, to require and demand that the Tenant agree that any one of pay and perform the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution terms and conditions of this Lease. (b) Business reputation . In the case of the proposed sub-tenant/assignee must a complete recapture, Tenant shall be in accordance released from all further liability with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar respect to the recaptured space. No such assignment or subletting shall be made to any tenant who shall occupy the Leased Premises for any use other than that which is permitted by this Lease. (d) Use of to the Premises by the proposed sub-tenant/assignee will not tend to Tenant, or which would in any way violate or create any potential violation of any applicable laws, ordinances or regulations; and (e) Use rules and regulations of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premisesgovernmental boards and bodies having jurisdiction.

Assignment and Subletting. (a) Tenant shall not have the right to assign or transfer all or any portion of its interest in this Ground Lease or hypothecate, mortgage or sublet the Ground Leased Premises without the prior approval of Landlord in the following circumstances: (i) An assignment or transfer to an Affiliate of Tenant; or (ii) A transfer that is made in connection with a sale, assignment, or other transfer of Tenant’s interest in the Ground Leased Premises and the improvements constructed thereon by Tenant, provided any part thereof such transfer by Tenant shall be subject to this Ground Lease and the transferee shall be required to assume in writing Tenant’s obligations under this Ground Lease. Except as provided in the preceding provisions of this Section 10.1, Tenant may not sell, assign, convey or transfer Tenant’s interest in this Ground Lease and the leasehold estate created hereby, for purposes of security or otherwise, other than as expressly permitted in this Ground Lease, without the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld, conditioned or delayed. In the event of any Any authorized assignment, conveyance or transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, Tenant’s interest in addition this Ground Lease shall be subject to any other right or remedy Landlord may have under compliance with the provisions of this Lease, Landlord shall have including without limitation, Article 4 above. Notwithstanding anything to the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and contrary set forth herein, Tenant shall not in no event be released from any of its obligations under this Ground Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises , and shall not be deemed to be a waiver of the requirement remain fully liable for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of terms, provisions, covenants, conditions, indemnifications and obligations binding upon Tenant if (1) Tenant gives under this Ground Lease unless Landlord prior written notice of agrees to the name of any such assignee and, (2) the assignee assumes, release in writing, all ; and in the event of an approved sale or transfer of Tenant’s interest in this Ground Lease, any approved assignee shall be required to assume in writing the “Tenant” obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation Tenant shall have the right to sublet portions of the proposed sub-tenant/assignee must Ground Leased Premises at any time and from time to time. However, each sublease shall be in accordance subject to and subordinate to this Ground Lease, and any sublease shall be subject to compliance with generally acceptable commercial standardsthe provisions of this Lease, including, without limitation, Article IV above. In the event of such a sublease, Tenant shall not be released from this Ground Lease, and shall remain fully liable for all the terms, provisions, covenants, conditions, indemnifications and obligations binding upon Tenant under this Ground Lease. (c) Use Tenant shall have the right from time to time to assign the leasehold estate created by this Ground Lease as security for a loan or loans which are obtained by Tenant to develop improvement upon the Ground Leased Premises. A copy of such assignment shall be delivered to Landlord. In the Premises by event on any occasion hereafter Tenant seeks to mortgage its interest in the proposed sub-tenant/assignee must be substantially similar Ground Leased Premises, Landlord agrees to amend this Ground Lease from time to time to the use permitted extent reasonably required by this Leasea lender proposing to make a loan secured by a first lien upon Tenant’s interest in the Ground Leased Premises, provided that such proposed amendments do not materially and adversely affect the rights or obligations of Landlord or the rights or obligations of Tenant or Tenant’s interest in the Ground Leased Premises. All reasonable expenses incurred by Landlord in connection with any such amendment shall be paid by Tenant. (d) Use For purposes of this Section 10.1, Affiliate shall mean, with respect to Tenant, any party directly or indirectly controlling, controlled by, or under common control with Tenant at any time during the period for which the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the Premises by terms “controlled by” and “under common control with”), as used with respect to any party, means the proposed sub-tenant/assignee will not tend to violate possession, directly or create any potential violation of any lawsindirectly, ordinances or regulations; and (e) Use of the Premises power to direct or cause the direction of management policies of such party, whether through the ownership of voting securities or by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premisescontract or otherwise.

Assignment and Subletting. In the event that Tenant desires to encumber this Lease, assign this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the Premises, Tenant shall notify Landlord in writing and shall state the name of the proposed assignee, sublessee or other transferee and the terms of the proposed assignment, sublease or transfer. Tenant shall also provide financial information and state and provide information requested by Landlord as to the nature and character of the business of the proposed assignee, sublessee or transferee. Landlord shall have [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the option to retake possession of the Premises and terminate this Lease as of the date on which the proposed assignment, sublease or other transfer was to become effective unless such proposed sublease was for less than 40% of the Premises or for a term shorter than the remaining Lease Term. Landlord must exercise such option to retake the Premises by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s notice or Landlord will be deemed to have rejected its option to retake the Premises. If Landlord fails to exercise its option to retake the Premises or does not have such right, Tenant shall not assign or transfer mortgage this Lease or hypothecateany right hereunder or interest herein, mortgage or and Tenant shall not sublet the Leased Premises in whole or in part or grant any part thereof license, concession or other right of occupancy of any portion of the Premises, without the prior written consent of Landlord, which consent shall will not be unreasonably withheld, conditioned or delayed. Any such assignment, mortgage or subletting without such consent shall be void and shall, at the sole option of the Landlord, be deemed an event of default by Tenant under this Lease. Notwithstanding any assignment or subletting consented to by Landlord, Tenant and any guarantor of Tenant’s obligations under this Lease and each assignee shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant’s other covenants and obligations under this Lease. No consent to any assignment or mortgage of this Lease or any subletting of the Premises shall constitute a waiver of the provisions of this Paragraph except as to the specific instance covered thereby. In the event that the monthly rental per square foot of space subleased which is payable by any assignment, transfer sublessee to Tenant shall exceed the monthly rental per square foot for the same space payable for the same month by Tenant to Landlord (including transfers any bonuses or any other consideration paid directly or indirectly by the sublessee to Tenant), Tenant shall be obligated to pay one hundred percent (100%) of the amount of such excess to Landlord as additional rent hereunder on the same date it is received by Tenant from the sublessee less reasonable and verifiable costs incurred by Tenant in obtaining the subtenant. In the event Tenant shall receive any consideration from an assignee other than the assumption by the assignee of Tenant’s obligations hereunder, Tenant shall be obligated to pay one hundred percent (100%) of such consideration to Landlord as additional rent hereunder less reasonable and verifiable costs incurred by Tenant in obtaining the assignee on the same date it is received by Tenant. Landlord, at Landlord’s option, may elect to require that rental payable by any sublessee be paid directly to Landlord and offset Tenant’s rent obligations accordingly. At no time during the Lease Term shall Tenant be entitled to advertise the Premises for sublease without the prior written consent of Landlord, such consent not to be unreasonably withheld. If Tenant is a corporation or partnership, an assignment prohibited by this Paragraph 11 shall be deemed to include one or more sales or transfers, by operation of law or otherwise), hypothecationor creation of new stock or partnership interests, mortgage by which a majority of the voting shares of the corporation or subletting without such written consentinterests in the partnership shall be vested in a party or parties who are not owners of a majority of the voting shares or partnership interests of Tenant as of the date hereof; provided, in addition to any other right or remedy Landlord may have under however, that the foregoing provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant sentence shall not be released from applicable if (i) Tenant’s stock is listed on a recognized securities exchange or (ii) at least eighty percent (80%) of Tenant’s stock is owned by a corporation whose stock is listed on a recognized securities exchange. For the purposes hereof, stock ownership shall be determined in accordance with the principles set forth in section 544 of the Internal Revenue Code of 1986, as amended to the date hereof. Any transfer by operation of law shall also constitute an assignment prohibited by this Paragraph 11. Tenant shall reimburse Landlord, on [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. demand, for its reasonable attorneys’ fees and other expenses incurred in connection with considering any request for Landlord’s consent to an assignment or sublease of its obligations under this Leasethe Premises. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises Notwithstanding the foregoing, the following shall not be deemed to be a waiver of the requirement for consent of Landlord to any future considered an assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign transfer prohibited hereunder or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, which otherwise requires Landlord’s prior written consent shall not be required for an consent: the assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets any successor of Tenant if (1) into which or with which Tenant gives Landlord prior written notice of the name of any such assignee andis merged or consolidated, (2) arising from the assignee assumes, in writing, all transfer of Tenant’s obligations entire interest under this lease made in conjunction with the Lease andtransfer of a majority of the assets and liabilities of Tenant, or (3) such assignment meets all arising from the acquisition of the “factors” listed below assets and liabilities of another entity by Tenant; so long as in this Article. Landlord and Tenant agree that any one each of the following factorsgeneral and specific circumstances described in (1), or any other reasonable factor(2) and (3) of this Paragraph 11, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength the surviving entity shall have a level of the proposed sub-tenant/assignee must be at least creditworthiness equal to that or greater than the level of the existing creditworthiness of Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar prior to the use permitted by this Leaseapplicable level of creditworthiness of Tenant prior to the applicable event. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Except as provided in Section (b) below, Tenant shall not assign enter into nor permit any Transfer voluntarily or transfer this Lease or hypothecateby operation of law, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of any assignmentWithout limitation, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Tenant agrees that Landlord’s rights to damages shall survive and Tenant consent shall not be released considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord or an affiliate of Landlord, (ii) the business, business reputation or creditworthiness of the proposed transferee is reasonably unacceptable to Landlord, (iii) Landlord or an affiliate of Landlord has comparable space available for lease in the Building by the proposed transferee unless such transferee has declined such comparable space, or (iv) Tenant is in default under this Lease or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any of its obligations obligation under this Lease. Consent by Landlord to one or more assignment Landlord’s acceptance of this Lease or to one or more subletting of said Leased Premises Rent from any person shall not be deemed to be a waiver of the requirement for consent of by Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum provision of this Lease or to be a consent to any Transfer. Any Transfer not in conformity with this Section 18 shall be void at the option of Landlord. (but not the Lease itselfb) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of in the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name event of any such assignee and, Transfer by Tenant to an Affiliate provided that (2i) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be Affiliate has a tangible net worth at least equal to that of Tenant as of the existing date of this Lease, (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the time effective date, together with current financial statements of execution the Affiliate certified by an executive officer of the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises by (other than to an Affiliate), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed sub-tenant/assignee must transferee or without that condition. If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate), Landlord may amend this Lease to remove the portion of the Premises to be substantially similar transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If this Lease is not so terminated or amended, Tenant shall pay to Landlord, immediately upon receipt, the excess of (i) all compensation received by Tenant for the Transfer over (ii) the Rent allocable to the use permitted by this LeasePremises transferred. (d) Use If Tenant requests Landlord’s consent to a Transfer, Tenant shall provide Landlord, at least 15 days prior to the proposed Transfer, current financial statements of the Premises transferee certified by an executive officer of the transferee, a complete copy of the proposed sub-tenant/assignee will not tend Transfer documents, and any other information Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to violate or create any potential violation Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to reimburse Landlord for reasonable administrative and attorneys’ fees in connection with the processing and documentation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the PremisesTransfer for which Landlord’s consent is requested.

Assignment and Subletting. (a) Except as provided in Section 18(b) below, Tenant shall not assign enter into nor permit any Transfer voluntarily or transfer this Lease or hypothecateby operation of law, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of any assignmentWithout limitation, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Tenant agrees that Landlord’s rights to damages shall survive and Tenant 's consent shall not be released considered unreasonably withheld if (i) the business, business reputation or creditworthiness of the proposed transferee is reasonably unacceptable to Landlord, (ii) Landlord or an affiliate has comparable space available for lease for a comparable term by the proposed transferee, or (iii) there is an Event of Default or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. Consent to one Transfer shall not be deemed to be consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any of its obligations obligation under this Lease. Consent by Landlord to one or more assignment Landlord's acceptance of this Lease or to one or more subletting of said Leased Premises Rent from any person shall not be deemed to be a waiver of the requirement for consent of by Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum provision of this Lease or to be a consent to any Transfer. Any Transfer not in conformity with this Section 18 shall be void at the option of Landlord. (but not the Lease itselfb) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written 's consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of in the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name event of any such assignee and, Transfer by Tenant to an Affiliate provided that (2i) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be Affiliate has a tangible net worth at least equal to that of Tenant as of the existing date of this Lease, (ii) Tenant provides Landlord notice of the Transfer at least fifteen (15) days prior to the time effective date of execution such Transfer, together with current financial statements of the Affiliate certified by an executive officer of the Affiliate, provided that Landlord executes and delivers to Tenant reasonable non-disclosure agreements as is reasonably requested by Tenant with regard to such information, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement or sublease reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate's compliance with the insurance requirements of Tenant under this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises by (other than to an Affiliate) for the balance of the Term, Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed sub-tenant/assignee must be substantially similar transferee or without that condition. In the event of any Transfer (other than to an Affiliate), Tenant shall pay to Landlord, immediately upon receipt, fifty percent (50%) of the excess of (i) all compensation received by Tenant for the Transfer less the Transfer Transaction Expenses (defined below), over (ii) the Rent allocable to the use permitted Premises transferred. "Transfer Transaction Expenses" shall mean the reasonable out-of-pocket costs and expenses incurred by this Lease. Tenant in effectuating a Transfer for tenant improvements, allowances, brokerage commissions and other reasonable Transfer related expenses (d) Use which expenses shall be allocated evenly over the length of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use term of the Premises by sublease or the proposed sub-tenant/assignee will not violate any other agreements affecting remaining Term, in the Premisesevent of an assignment).

Assignment and Subletting. Tenant This provision shall not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of any assignment, transfer (including apply to all transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, through mergers and changes in addition to any other right or remedy Landlord may have under the provisions controlling stock ownership of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant. Tenant shall not be released from assign all or any part of its obligations interest under this LeaseLease nor sublet all or any part of the Premises without first obtaining Landlord’s consent in writing. Consent by Landlord Landlord’s consent to one or more an assignment of this Lease or to one or more subletting sublease of said Leased the Premises shall not be unreasonably withheld, conditioned or delayed. Landlord may condition its consent on reasonable conditions. Should Landlord withhold its consent to a proposed assignment or subletting or any other transfer of Tenant’s rights under this Lease (each a “Transfer”) for any of the following reasons, the withholding of consent shall be deemed reasonable: (a) conflict or incompatibility of the proposed use with uses appropriate in a flex/office project; (b) financial inadequacy of the proposed transferee 8 as reasonably determined by Landlord; (c) any proposed change in use which would diminish the professional nature of the Building or of the other businesses located in the Project; (d) the proposed use would adversely impact the use of the common facilities by other tenants of the Project; (e) Tenant is then in default of the Lease beyond any applicable cure period; and (f) any other reasonable criteria. No Transfer shall result in Tenant being released from any obligation under this Lease. As a condition to Landlord’s prior written consent, the transferee shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, and other provisions of this Lease and Tenant shall deliver to Landlord promptly after execution an executed copy of all agreements of such compliance by each transferee. No assignment shall relieve Tenant of its obligation to pay Rent or perform the other obligations required by this Lease and no consent to one assignment or subletting shall be a waiver of the requirement for consent of Landlord to any future further assignment or subletting. If Tenant assigns this Lease or sublets the Premises for an amount in excess of the rent called for by this Lease, or receives other consideration for a subletting or assignment, such excess rent or other consideration (after first deducting reasonable leasing costs such as brokerage commissions, tenant improvement costs and legal fees) shall be paid to Landlord promptly as it is received by Tenant. Notwithstanding anything contained herein to the contrary, contrary in this Section 12.1 and so long as Tenant shall not assign provides Landlord written notice of an applicable assignment or sublease this Lease without within five (5) business days following the effective date of such applicable assignment or sublease, no prior written approval consent of any Landlord mortgagee to the extent such written consent is shall be required of such mortgagee and for any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, with a corporation into or with which Tenant merges is merged or consolidates, consolidated or with an entity to a purchaser of which all or substantially all of Tenant’s assets are transferred, provided (x) such merger, consolidation or transfer of assets is for a valid business purpose and not principally for the assets purpose of Tenant if transferring the leasehold estate created hereby, and (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2y) the assignee assumes, or successor entity has a net worth (determined in writing, all of Tenant’s obligations under the Lease and, (3accordance with generally accepted accounting principles consistently applied) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that or in excess of the existing net worth of Tenant at the time of execution of this Leaseimmediately prior to such merger, consolidation or transfer and Landlord has been provided with reasonable proof thereof prior to such transaction. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Except as otherwise expressly provided herein, Tenant shall not be permitted to sublease any portion of the Premises, in whole or in part, in any manner whatsoever, to subtenants (a “Premises Tenant”) pursuant to a sublease in the ordinary course of its business (a “Tenant Lease”) without the consent of Landlord, if the use specified in the Tenant Lease is permitted hereunder and by current and applicable zoning requirements. Tenant also may transfer, license, lease, sublease, and/or assign or transfer this Lease or hypothecateand its rights and interests hereunder, mortgage or sublet the Leased Premises or any part thereof without the consent of Landlord, (i) at any time, to an Affiliate (as such term is defined in the Comprehensive Agreement), provided that Tenant or the Developer or a manager who is a knowledgeable manager reasonably approved by Landlord is the manager of such Affiliate; and (ii) from and after the issuance of a certificate of occupancy with respect to the Marina Restaurant Component, to any third party. Tenant shall also be permitted to transfer, convey or pledge its interest in this Lease to a Leasehold Mortgagee without the consent of Landlord. Any such sublease, transfer, conveyance or pledge by the Tenant shall be subject to all of the terms and provisions of this Lease. Except as otherwise expressly permitted hereunder, if Tenant seeks to assign, transfer or sell its leasehold interest in this Lease, the express prior written consent of LandlordLandlord shall be required, which consent shall not be unreasonably withheld, conditioned or delayed. In Any such consent to an assignment shall be subject to all of the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the terms and provisions of this Lease and, provided that the assignee agrees in writing to assume all of the Tenant’s rights and obligations under this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and release Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises ▇▇▇▇▇▇▇▇’s consent shall not be deemed to required for Premises Tenant’s certificates of occupancy, building permits, tenant allowances or buildout terms and procedures except as may otherwise be required by Landlord by virtue of Landlord being the Governmental Authority overseeing these items in its regulatory capacity. Within sixty (60) days of executing a waiver Tenant Lease with a Premises Tenant, Lessee shall notify Lessor the Tenant Lease has been executed and the identity of the requirement for consent of Landlord Premises Tenant. (b) Should Tenant take any action to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval consent of Landlord as provided in Section 18(a), then any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease null and a Memorandum void and of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord no force and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standardseffect. (c) Use Any successor or assignee of Tenant’s rights and/or obligations under this Lease shall expressly assume in writing performance of such rights and/or obligations and deliver same to Landlord within ten (10) days after consummation of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Leaseassignment, transfer or sale. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall may not assign or transfer this Lease or hypothecatesublet the Demised Premises without Landlord’s prior written review and approval. Provided Tenant is not in default of any of its duties or obligations under this Lease, mortgage beyond the expiration of applicable grace, notice and cure period, Tenant shall have the right to assign or sublet the Leased Premises Demised Premises, without Landlord’s consent, to any parent, subsidiary or affiliate or in connection with any corporate merger, consolidation or sale of assets or stock of Tenant or any part thereof without division of Tenant (“Permitted Transfer”). Tenant agrees to give Landlord advance notification and documentation of said Permitted Transfer. Provided Tenant is not in default of any of its duties or obligations under this Lease, beyond the expiration of applicable grace, notice and cure period, subject to Landlord’s prior written consent of Landlordreview and approval, which consent shall not to be unreasonably withheld, delayed or conditioned, Tenant shall have the right to assign or sublet the Demised Premises to any creditworthy subtenant, whose credit, image and use is compatible with the location, rating and character of the Property in Landlord’s reasonable determination. In the event of any assignmentassignment or sublease, transfer (including transfers by operation Tenant shall remain fully and primarily liable to Landlord for the payment of law or otherwise)all rents and other charges, hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under and for the provisions full performance of the terms and obligations of this Lease. In the event of any assignment or sublease, if the rents and other charges required to be paid by the assignee or sublessee, exceeds the amounts reserved under this Lease, Tenant shall pay to Landlord the entire amount of such excess (net of Tenant’s reasonable assignment or subletting expenses, including without limitation, brokers’, architects’, engineers’, contractors’ and attorneys’ fees and construction costs), to be deemed as additional rent payable under this Lease. In the event of any proposed assignment or sublease for the entire Demised Premises, other than a Permitted Transfer, Landlord shall have the right to terminate this Lease and/or and recapture the Demised Premises, provided Landlord issues notice to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord intention to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contraryexercise its termination and recapture option, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgageewithin thirty (30) days after Tenant’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such proposed assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasesublease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Section 1. Tenant shall not assign assign, sell, pledge, mortgage, encumber or in any manner transfer this Lease or hypothecateany interest therein, mortgage or nor sublet the Leased Premises or any part thereof or parts thereof, nor permit occupancy by anyone with, through or under it, nor allow the sale or transfer of any of its capital stock (in the case of a corporation) or partnership interests (in the case of a partnership) to the extent that Tenant loses voting control of the entity existing upon execution of this Lease, nor transfer all or substantially all of Tenant’s assets without the prior written consent of the Landlord, which consent shall not be unreasonably withheldallowed only in Landlord’s sole discretion. In Landlord and Tenant hereby acknowledge that this provision regarding assignment and subletting and Landlord’s discretion there over has been fully and freely negotiated. Tenant shall pay to Landlord a fee of Five Hundred Dollars ($500.00) to compensate Landlord for the event time and expense of reviewing any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage request and documentation regarding assignment or subletting without such written consent, in addition to and pay any other right or remedy Landlord may have under the provisions out of this Lease, pocket legal fees incurred by Landlord. Landlord shall have ten (10) business day from the right date of receipt of the written request of Tenant, together with reasonable information relating to terminate this Lease and/or the financial condition, business operations and experience of any assignee or sub-lessee, in which to re-enter and repossess determine whether or not Landlord’s consent shall be granted. Notwithstanding the foregoing, the Landlord shall not unreasonably withhold its consent to Tenant’s request to sublet the Leased Premises. Landlord shall have no liability of any kind for not consenting to an assignment or subletting. Section 2. Any sublease of the Leased Premises but executed by Tenant shall incorporate this Lease (the “Underlying Lease”) in its entirety and be subject to its terms. The sublease shall also require the sublessee to attorn to Landlord at Landlord’s rights to damages shall survive option in the Event of Default by Tenant under the terms of the Underlying Lease, and Tenant shall not be released from any does hereby grant Landlord the irrevocable power of its obligations under this Leaseattorney to effect the same. Consent by Landlord to one or more assignment assignments of this Lease or to one or more subletting sublettings of said the Leased Premises shall not be deemed to be operate as a waiver of the requirement for consent of Landlord Landlord’s rights under this Article as to any future guarantor of Tenant or any of its obligations under this Lease, nor be construed or taken as a waiver of any of Landlord’s rights or remedies under this Lease. Section 3. No assignment or subletting. Notwithstanding anything contained herein to the contrary, subletting shall release Tenant shall not assign or sublease of any of its obligations under this Lease without the prior written approval nor be construed or taken as a waiver of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease rights hereunder unless specifically agreed to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for by Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant in writing at the time of execution assignment or sublease. In the event Landlord allows assignment or subletting hereunder, neither Tenant, assignee of Tenant, nor the sublessee of Tenant shall have any option to extend the Lease Term, notwithstanding anything contained in this Lease to the contrary. In the event Tenant assigns or sublets its space or a portion thereof, Tenant shall pay a fee of $500.00 to be paid to Landlord plus any out of pocket expenses, including reasonable attorney fees, incurred by Landlord relative to the assignment or sublease. Section 4. No interest in this Lease shall pass to any trustee or receiver in bankruptcy, to any estate of Tenant, to any assignee of Tenant for the benefit of creditors, or to any other party by operation of law or otherwise without Landlord’s consent. Section 5. No consent to assignment or subletting shall be granted if Tenant is then in default under this Lease. Section 6. Landlord shall receive (a) all increases in Minimum Rent, and (b) Business reputation all increases in Percentage Rents resulting from increases of the proposed sub-tenant/percentage ratio paid by an assignee must be or sublessee. Tenant shall not share to any extent in accordance with generally acceptable commercial standardssuch rents. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Tenant shall not assign have the right to assign, sublet, transfer or transfer encumber this Lease or hypothecatelease, mortgage or sublet the Leased Premises or any part thereof interest therein, without the prior written consent of Landlord, Landlord which consent shall will not be unreasonably denied and/or withheld. In Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the event terms and covenants of this Paragraph shall be void. Landlord agrees to use reasonable efforts in submitting a response to the Tenant's request to sublease within 10 business days from the receipt of such request. Tenant shall be responsible for providing the following information on any proposed third party subleasee, transferee, or assignee at the time a request is submitted: proposal, agreement document, current financial and general information on third party, and description of third party's intended use for the Premises. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting minus reasonable costs associated with subleasing, and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessees or transferee of Tenant's interest in this lease (including transfers by operation of law or otherwiseail such assignees, sublessees and transferees being hereinafter referred to as “successors”), hypothecationby assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, mortgage subletting or subletting without such written consentother transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an “event of default” as hereinafter defined, if the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other right remedies herein provided, as provided by law, may at its option collect directly from such assignee or remedy Landlord may have subtenant all rents becoming due to Tenant under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be void. Landlord may assign this Lease and construed to constitute a Memorandum novation or a release of this Lease (but not Tenant from the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation further performance of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s 's obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasehereunder. (b) Business reputation if this lease is assigned to any person or entity pursuant to the provisions of the proposed sub-tenant/assignee must Bankruptcy Code, I I U.S.C. 101 et seq. (The “Bankruptcy Code”), any and all monies or other considerations payable or otherwise to be delivered in accordance connection with generally acceptable commercial standards. (c) Use such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property to Tenant or of the Premises by estate of Tenant within the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use meaning of the Premises by Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the proposed sub-tenant/assignee will preceding sentence not tend paid or delivered to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use Landlord shall be held in trust for the benefit of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premiseslandlord and be promptly paid or delivered to Landlord.

Assignment and Subletting. Tenant shall Subject to the terms of Article 7 of the Master Lease, incorporated herein, Subtenant may not assign or transfer any interest in this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of any assignment, transfer Sublease (including transfers by operation of law or otherwise), hypothecationsublet any of the Subleased Premises, mortgage transfer any interest of Subtenant therein or permit any use of the Subleased Premises by another party (collectively, "Transfer"), without the prior written consent of Sublandlord and, if required under the Master Lease or the Consent to Sublease (as defined below), Master Landlord. Sublandlord's consent shall not be unreasonably withheld provided, however, Sublandlord's withholding of consent shall in all events be deemed reasonable if for any reason Master Landlord's consent is required but not obtained. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. Any Transfer without such consent shall be void and, at the option of Sublandlord, shall be a material default under this Sublease. Sublandlord's waiver or consent to any assignment or subletting shall be ineffective unless set forth in writing. Notwithstanding anything to the contrary, in no event may Subtenant assign the Sublease, sub-sublet the Subleased Premises or otherwise transfer Subtenant's interest herein if doing so could permit the Master Landlord to terminate the Master Lease. Notwithstanding anything to the contrary contained herein but subject to the preceding sentence, Subtenant may, without such Sublandlord's prior written consent, in addition but subject to any other right or remedy Landlord may have Master Landlord's prior written consent to the extent required under the provisions Master Lease or the Consent to Sublease, sublet the Subleased Premises or assign the Sublease to (a) an entity controlling, controlled by or under common control with Subtenant, (b) a successor corporation related to Subtenant by merger, consolidation, nonbankruptcy reorganization, or government action, or (c) a purchaser of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant substantially all of Subtenant's assets. A sale or transfer of Subtenant's capital stock shall not be released deemed an assignment, subletting or any other transfer of the Sublease or the Subleased Premises. In the event of a Transfer hereunder, Subtenant shall not be relieved from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this LeaseSublease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign or transfer this Lease or hypothecate, mortgage or nor sublet the Leased Premises all or any part thereof of the Premises, except to an affiliated entity of common ownership and business (“Affiliate”), without the prior first securing Landlord’s written consent of Landlordconsent, which consent shall not be unreasonably withheld. In the event of an assignment or subletting, the assignee and/or subtenant shall first assume in writing all of the obligations of Tenant under this Lease and Tenant shall, for the full Term, continue to be jointly and severally liable with such assignee or subtenant for the payment of rents and the performance of all obligations required of Tenant under this Lease. Tenant hereby acknowledges that the use to which the Premises are put and the compatibility of any assignmentoccupant of the Premises with other tenants, transfer (including transfers and the use, creditworthiness, and ability to pay rent when due are of prime importance and significance to Landlord in the operation and maintenance of the Building in which the Premises are located. The consent by operation Landlord to an assignment or sublease will not be construed to relieve Tenant from obtaining Landlord’s prior written consent in writing to any further assignment or sublease. No permitted subtenant may assign or encumber its sublease or further sublease all or any portion of law its subleased space, or otherwise)otherwise permit the subleased space or any part of its subleased space to be used or occupied by others, hypothecation, mortgage without Landlord’s prior written consent in each instance. Acceptance of payments from a person or entity other than Tenant shall not constitute a consent to the assignment or subletting without such written consentof the Premises. If Landlord consents to a proposed assignment or sublease, then Landlord will have the right to require Tenant to pay to Landlord a sum equal to (a) any Rent or other consideration paid to Tenant by any proposed transferee that is in addition excess of the Rent allocable to the transferred space then being paid by Tenant to Landlord pursuant to this Lease; (b) any other right profit or remedy gain realized by Tenant from any such sublease or assignment: and (c) Landlord’s reasonable attorneys’ fees, consultant fees, and costs incurred in connection with negotiation, review, and processing of the transfer, not to exceed $1,000.00. All such sums payable will be payable to Landlord may have under at the provisions time the next payment of Base Rent is due. Anything to the contrary in this LeaseLease notwithstanding, except when the assignment or subletting is proposed to an Affiliate, at any time within twenty (20) days after Landlord’s receipt of all (but not less than all) of the information and documents reasonably requested by Landlord, Landlord may, at its option by written notice to Tenant, elect to: (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an assignment of the Lease upon the same terms as those offered to the proposed assignee; or (c) terminate the Lease in its entirety or as to the portion of the Premises proposed to be assigned or sublet, with a proportionate adjustment in the Rent payable hereunder if the Lease is terminated as to less than all of the Premises. If Landlord does not exercise any of the options described in the preceding sentence, then, during the above-described twenty (20) business day period, Landlord shall either consent or deny its consent to the proposed assignment or subletting. Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any assign or transfer, in whole or in part every feature of its rights and obligations under hereunder and the Premises provided such assignee or transferee recognizes and agrees to be bound by the terms of this Lease. Consent by Landlord Such assignments or transfers may be made to one a corporation, trust, trust company, individual or more assignment group of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contraryindividuals, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent howsoever made “shall be void. Landlord may assign this Lease in all things respected and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of recognized by Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Landlord hereby grants to Tenant shall not the right ------------------------- to sublet all or any portion of the Demised Premises throughout the Term, including extensions thereof, and without first obtaining Landlord's consent, provided that (a) the use made of the Demised Premises by any subleases is permitted under Article VII of this Lease, and (b) Tenant remains primarily liable for and retains management and control over the performance of any and all maintenance, repair or restoration which Tenant is required or permitted to perform pursuant to the terms of this Lease. Landlord hereby grants to Tenant the right to assign or transfer this Lease or hypothecatethroughout the Term, mortgage or sublet the Leased Premises or any part thereof without the prior written including extensions thereof, provided Tenant first obtains Landlord's consent of to such assignment in writing. Landlord, which 's consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, it shall be reasonable for Landlord to deny consent to a proposed assignment (a) if the use to be made of the Demised Premises by the proposed assignee would be prohibited by this Lease, or (b) if the financial condition of the proposed assignee is not reasonably satisfactory to Landlord. Landlord's consent or refusal of consent shall be in writing and, if Landlord refuses consent, the reasons for such refusal are to be stated with particularity. Landlord's consent to an assignment shall be accompanied by a statement addressed to Tenant and the assignee, upon which statement Tenant and the assignee may conclusively rely, stating that Tenant is not in default under the Lease (or setting forth in what respects Tenant is in default), that this Lease has not been amended or modified (or setting forth such amendments or modifications), the expiration date of this Lease, and the date to which Rent has been paid to Landlord hereunder. Any permitted assignment shall not be effective unless and until the assignee delivers to Landlord an express assumption by the assignee of all of Tenant's liabilities and obligations pursuant to this Lease. Tenant shall be relieved of liability for its obligations pursuant to this Lease only if (a) the permitted assignee is a corporation with a net worth (as reflected in its audited financial statements issued as of a date no more than ninety (90) days prior to the effective date of the assignment) of at least Twenty Million Dollars ($20,000,000) and (b) the holder of the mortgage having first priority on the Land and Building consents to such release, such consent not to be unreasonably withheld. In the event case of any assignmentother assignment or subletting, transfer (including transfers by operation regardless of law whether Landlord consents to such assignment or otherwise)subletting, hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any remain fully liable for all of its obligations under this Lease. Consent by Landlord pursuant to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Except as otherwise expressly permitted by this Lease, Tenant shall not assign or transfer this Lease or hypothecatenot, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of withheld or delayed, assign or hypothecate this Lease or any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, interest in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have sublet the right to terminate Premises or any part of them, or license the use of the Premises by any party other than Tenant. Neither this Lease and/or to re-enter and repossess nor any interest in this Lease shall be assignable without the Leased Premises but consent of Landlord’s rights to damages shall survive and Tenant , which shall not be released unreasonably withheld or delayed. Any of the previous acts without consent shall be void and shall, at the option of Landlord, constitute a default under this Lease. Landlord shall respond to Tenant's request for sublease within fifteen (15) days of receiving a written request from Tenant and receipt of documentation regarding description and financial condition of proposed Tenant and other necessary information as required by Landlord. (b) No sublessee shall have a right to further sublet without Landlord's prior consent, which may not be unreasonably withheld, and any assignment by a sublessee of its the sublease shall be subject to Landlord's prior consent in the same manner as if Tenant were entering into a new sublease. (c) In the case of an assignment or subletting, fifty percent (50%) of any sums or economic consideration received by Tenant as a result of the assignment or subletting shall be paid to Landlord after first deducting (i) in the case of a sublet, the rental due under this Lease, prorated to reflect only rental allocable to the sublet portion of the Premises, (ii) any tenant improvements paid for by tenant, and (iii) the cost of any real estate commissions, reasonable attorney fees, or other third party professional services paid by Tenant in connection with the assignment or subletting. (d) Regardless of Landlord's consent, no subletting or assignment shall release or alter Tenant's obligation or primary liability to pay the rental and perform all other obligations under this Lease. Consent by Landlord to one assignment or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed consent to be a waiver any subsequent assignment or subletting. In the event of default by any assignee or successor of Tenant in the performance of any of the requirement for terms of this Lease, after notice of default to Tenant pursuant to Section 18 and the expiration of any applicable cure period, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against the assignee or successor. (e) If Tenant assigns this Lease, sublets the Premises, or requests the consent of Landlord to any future assignment, subletting, hypothecation, or other action requiring Landlord's consent under this Lease, Tenant shall pay Landlord's reasonable attorney fees incurred in connection with the action, not to exceed seven hundred Fifty ($750.06) dollars. (f) Despite any other provision of this Article 15, Landlord has the option, by written notice to Tenant (Recapture Notice) within thirty (30) days after receiving any request for assignment or subletting, to recapture the subject space by terminating this Lease for the Subject Space or taking an assignment or a sublease of the subject space from Tenant. A timely Recapture Notice terminates this Lease or creates an assignment or a sublease for the subject space for the same term as the proposed assignment or subletting, effective as of the date specified in the request for assignment or subletting. Notwithstanding anything contained herein If Landlord declines or fails timely to deliver a Recapture Notice, Landlord shall have no further right under this Section 15 to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any subject space unless it becomes available again after assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of subletting by Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall have the right, subject to the requirement of obtaining Landlord's prior written consent, such consent not to be unreasonably withheld or delayed by Landlord, to assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises whole or any part thereof portion of the Premises, which assignment or sublease shall be only for the Permitted Uses, it being understood that Tenant shall, as additional rent, reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee). Such consent by Landlord to any of the foregoing in a specific instance (i) shall be reasonable, subject to the provisions hereinafter provided, and (ii) shall be subject to the prior written approval of Landlord's mortgagee(s). Landlord's consent shall not be treated as having been withheld unreasonably if, in connection with any such proposed assignment or subletting: (i) the terms of the proposed assignment or subletting do not prohibit further assignments of the Lease or subletting of the Premises without the prior written consent of Landlord, the granting of which consent shall be subject to the terms and conditions hereof, and in any event shall not be unreasonably withheldwithheld or delayed; and/or (ii) in connection with an assignment of this Lease, the assignee does not agree directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting without the written consent of Landlord; and/or (iii) the proposed assignment or subletting violates an exclusive use restriction of the Building or Park. Tenant hereby acknowledges and agrees that the foregoing is not intended to be an exclusive list of the reasons for which Landlord may reasonably withhold consent to a proposed request by Tenant for consent to assignment or subletting. No consent to any of the foregoing in a specific instance shall operate as waiver in any subsequent instance. In addition, Tenant shall not have the right to transfer or convey to any sublessee(s) other than to a Permitted Transferee (as defined below), any renewal, expansion, or first refusal rights of Tenant set forth in this Lease. If an assignment or subletting is proposed to be made and Landlord's consent is required as hereinabove provided, Tenant shall give Landlord prior notice of such proposal, which such notice shall include such information as Landlord may reasonably request relative to facts which would bear upon the factors entering into the determination whether Landlord's approval is to be granted, and it is understood that Landlord shall use diligent efforts within a period of thirty (30) days after the submission of such information by Tenant to make its determination whether Landlord's approval is to be granted hereunder. Notwithstanding any provision contained in this Lease, no consent of Landlord shall be required for the assignment of this Lease or the subletting of any portion (or all) of the Premises for the Permitted Uses, (i) to a subsidiary of Tenant, (ii) to a corporation or other entity into or with which Tenant has merged or consolidated or to which substantially all of Tenant's stock or assets are transferred, (iii) to any corporation or other entity which controls, is controlled by, or is under common control with Tenant, or (iv) to any corporation or other entity with which Tenant is otherwise affiliated (collectively, the "Permitted Transferees"); provided that, in any of such events, (x) Tenant shall remain directly and primarily liable, and (y) any such sublessee or assignee agrees directly with Landlord by written instrument reasonably satisfactory to Landlord and such assignee or sublessee to be bound by all of the obligations of Tenant. In the event of any such assignment or subletting for which no consent by Landlord is required hereunder, Tenant shall not be obligated to share Rent Differential as hereinafter set forth. If this Lease shall be assigned, or if the Premises or any part hereof shall be sublet or occupied by any person other than Tenant, Landlord may, at any time and from time to time, collect rent from the assignee, subtenant or occupant and apply the net amount collected to the annual Fixed Rent, additional rent and all other charges herein reserved, but no such assignment, transfer subletting, occupancy or collection shall be deemed a waiver of the provisions of this Section 6.1.6, or acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance of the terms, covenants and conditions of this Lease on the part of Tenant to be performed. Further, no liability hereunder of Tenant shall be discharged, reduced, released or impaired in any respect by any waiver, indulgence or extension of time which Landlord may grant to the then owner of Tenant's interest in this Lease, whether or not notice thereof has been given or consent from Tenant has been obtained. Landlord shall have the option to require that any portion of rental received by Tenant from subtenant or assignee to which Landlord is entitled pursuant to this Section 6.1.6 be remitted directly to Landlord, provided that such amounts are credited pro tanto against Tenant's rental obligations. If Landlord approves a sublease or assignment, and said sublease or assignment is for a total rental amount which on an annualized basis is greater than the unreduced Fixed Rent plus three dollars and sixty three cents (including transfers by operation $3.63) per square foot (as set forth in Section 3.8 of law this Lease) and additional rent due from Tenant to Landlord under this Lease, Tenant shall pay to Landlord, forthwith upon Tenant's receipt of each installment of such excess rent, during the term of any approved sublease or otherwise)assignment, hypothecation, mortgage or subletting without such written consentas additional rent hereunder, in addition to any the Fixed Rent and other right or remedy Landlord may have payments due under this Lease, an amount equal to fifty percent (50%) of the positive excess between all fixed rent and additional rent received by Tenant under the sublease or assignment and the unreduced Fixed Rent (as set forth in Section 3.8 of this Lease) plus three dollars and sixty three cents ($3.63) per square foot and the additional rent due hereunder after Tenant has recouped its reasonable out-of-pocket expenses with respect to such sublease or assignment, including without limitation, reasonable real estate brokerage commissions, reasonable legal fees, reasonable free rent, reasonable marketing costs and the reasonable costs of refurbishment of the Premises for such sublease or assignment (the "Rent Differential"). The fifty percent (50%) figure set forth in the immediately preceding sentence shall apply unless and until the Tenant has sublet or assigned fifty percent (50%) of the Premises; after the time in which Tenant subleases more than fifty percent (50%) of the Premises the percentage payable to the Landlord as hereinabove provided shall increase on all sublease(s) and any assignment to equal the percentage of the Premises being subleased or assigned (by way of example and not limitation if Tenant subleased seventy-five percent (75%) of the Premises, Landlord would be entitled to seventy-five percent (75%) in the calculation of the Rent Differential set forth above). In the event the sublease is for less than the full Premises hereunder, the above rent adjustment shall be equitably pro rated on a square foot basis. Anything contained in the foregoing provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein section to the contrarycontrary notwithstanding, neither Tenant shall not assign or sublease this Lease without the prior written approval of nor any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded other person having interest in the appropriate public records. Notwithstanding the abovepossession, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiaryuse, affiliate occupancy or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or primarily on the net income or profits derived by any person from the proposed sub-tenant/assignee must Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be substantially similar to absolutely void and ineffective as a conveyance of any right or interest in the use permitted by this Lease. (d) Use possession use, occupancy or utilization of any part of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.;

Assignment and Subletting. A. Tenant shall not pledge, mortgage, assign or transfer in any way encumber this Lease Sublease, or hypothecate, mortgage or further sublet the Leased Premises Premises, or any part thereof thereof, without the prior written consent of LandlordLandlord in each instance, which shall be given or withheld at Landlord’s reasonable discretion it being agreed and understood that Landlord’s failure, in good faith, to obtain the Prime Landlord’s consent to such assignment or subletting shall be reasonable grounds for Landlord’s withholding of consent. Landlord shall notify Tenant, in writing, of Landlord’s decision to consent to such assignment or subletting within twenty (20) days of a written request from Tenant. B. Notwithstanding the foregoing, Tenant shall have no obligation to secure, and Landlord hereby approves, any sublease of all or a portion of the Premises, or any assignment of this Sublease to any “Tenant Affiliate Company” of Tenant; provided the financial condition of such “Tenant Affiliate Company” of Tenant, or the financial condition of any other person or entity who remains liable for the obligations of Tenant under this Sublease, is the same or better than the financial condition of Tenant at the time this Sublease ease was executed, or, if applicable, at the time Tenant exercised any expansion option set forth herein. For purposes of this Sublease, the term “Tenant Affiliate Company” shall be defined as any parent, subsidiary or affiliate company owned by or in common control with Tenant, or any resultant entity that is formed through a merger, buy out, stock transfer or consolidation with Tenant. C. Notwithstanding any assignment or subletting, Tenant shall remain fully liable under this Sublease and shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released relieved from performing any of its obligations under this Leasehereunder. Consent by Landlord As a condition to one or more any assignment of this Lease or Sublease which is permitted by Landlord, the assignee shall be required to one or more subletting of said Leased Premises shall not be deemed execute and deliver to be a waiver of the requirement for consent of Landlord an agreement whereby such assignee assumes and agrees with Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of discharge all or substantially all of the assets obligations of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this LeaseSublease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. A. Except in connection with a Permitted Transfer (defined in Section XII.E. below), Tenant shall not assign assign, sublease, transfer or transfer encumber any interest in this Lease or hypothecateallow any third party to use any portion of the Premises (collectively or individually, mortgage or sublet the Leased Premises or any part thereof a "Transfer") without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if Landlord does not elect to exercise its termination rights under Section XII.B below. In Without limitation, it is agreed that Landlord's consent shall not be considered unreasonably withheld if: (1) the event of any assignmentproposed transferee's financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations, transfer (including transfers by operation of law or otherwise)provided, hypothecation, mortgage or subletting without such written consent, in addition with respect to any other right or remedy Landlord may have under the provisions of this Leasea subtenant, Landlord shall have apply a standard of whether the right proposed subtenant is financially able to terminate meet its sublease obligations, including its obligation to pay rent under the sublease, as they become due; (2) the proposed transferee's business is not suitable for the Building considering the business of the other tenants and the Building's prestige, or would result in a violation of another tenant's rights; (3) the proposed transferee is a governmental agency or occupant of the Building or Property; (4) Tenant is in default after the expiration of the notice and cure periods in this Lease and/or Lease; or (5) any portion of the Building or Premises would likely become subject to re-enter and repossess additional or different Laws as a consequence of the Leased Premises but Landlord’s rights to damages shall survive and proposed Transfer. Tenant shall not be released from entitled to receive any consequential, special or indirect damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer. Instead, any such claim of its obligations Tenant shall be limited to the foreseeable, direct and actual damages (including, without limitation, costs arising under this Lease to the extent accrued after the date which would have been the effective date of a Transfer for which Landlord unreasonably withheld consent, as such "unreasonableness" is determined by an appropriate court of law with valid jurisdiction over the matter) incurred by Tenant. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed transferee. Any attempted Transfer in violation of this Article shall, at Landlord's option, be void. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises Transfer(s) shall not be deemed to be operate as a waiver of the requirement Landlord's rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease. B. As part of its request for Landlord's consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrarya Transfer, Tenant shall not assign provide Landlord with financial statements for the proposed transferee, a complete copy of the proposed assignment, sublease and other contractual documents and such other information as Landlord may reasonably request. Landlord shall, by written notice to Tenant within 20 days of its receipt of the required information and documentation, either: (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Landlord or sublease reasonably refuse to consent to the Transfer in writing; or (2) exercise its right to terminate this Lease without the prior written approval of any Landlord mortgagee with respect to the extent such written consent entire Premises, if Tenant is required proposing to assign the Lease, or with respect to the portion of such mortgagee and any assignment the Premises that Tenant is proposing to sublet if the proposed sublease (if approved) would result in 30% or sublease without more of the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public recordsTenant's Premises being subject to sublease. Notwithstanding the above, Tenant, within 5 days after receipt of Landlord’s prior written 's notice of intent to terminate, may withdraw its request for consent to the Transfer. In that event, Landlord's election to terminate the Lease shall be null and void and of no force and effect. Any such termination shall be effective on the proposed effective date of the Transfer for which Tenant requested consent. Notwithstanding the above, Landlord shall not have the right to terminate the Lease in the event of a Permitted Transfer, as defined below in this Article XII. Tenant shall pay Landlord a review fee for Landlord's review of any Permitted Transfer or requested Transfer. If Tenant executes Landlord's standard form of consent without any changes to this Lease or material changes to the consent, the review fee shall be required $750.00. However, if Tenant or the transferee request, and Landlord agrees to, material changes to Landlord's standard form of consent or if there are material negotiations related thereto or if this Lease needs to be amended as a result thereof, and if Landlord's reasonable costs and expenses (including reasonable attorney's fees and costs attributable to time expended by in house counsel, accountants or other personnel of Landlord) exceed $750.00, Tenant shall reimburse Landlord for an assignment such reasonable costs and expenses incurred in connection with its review of the requested Transfer in lieu of a fixed review fee. Landlord shall make reasonable efforts to provide advance notice to Tenant in the event Landlord becomes aware that Landlord's reasonable costs and expenses associated with Landlord's review of the proposed transfer may exceed $750.00. C. Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. The phrase "other consideration" used herein shall mean all monies, property and other consideration paid or payable to Tenant for the Transfer and for all property in the Premises included in such Transfer, including, without limitation, fixtures, improvements of Tenant, furniture, equipment and furnishings, but excluding Tenant's Property. For purposes of this Section XII.C. only, the term "Tenant's Property" shall be as defined in Article XV of this Lease but shall also be deemed to include goodwill and any other intangible personal property associated with Tenant's business, but in no event shall it be deemed to include Tenant's interest under this Lease. Tenant shall pay Landlord for Landlord's share of any excess within 30 days after Tenant's receipt of such excess consideration. Tenant may deduct from the excess all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer, including brokerage fees, legal fees and construction costs. If Tenant is in Monetary Default (defined in Section XIX.A. below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of any payments received (less Landlord's share of any excess). D. Except as provided below with respect to a subsidiaryPermitted Transfer, affiliate if Tenant is a corporation, limited liability company, partnership, or parent similar entity, and if the entity which owns or controls a majority of the voting shares/rights at any time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed. The foregoing also shall not apply to the infusion of additional equity capital in Tenant or an initial public offering of equity securities of Tenant under the Securities Act of 1933, as amended, which results in Tenant's stock being traded on a national securities exchange, including, but not limited to, the NYSE, the NASDAQ Stock Market or the NASDAQ Small Cap Market System. In addition, any sale or transfer of the capital stock of Tenant in an aggregate amount not to exceed thirty percent (30%) of the direct or indirect ownership of all of the voting stock of Tenant if Tenant is a corporation over no less than three separate and unrelated financing transactions shall be deemed a Permitted Transfer for purposes of this Lease only if all of the following conditions precedent are satisfied to Landlord's satisfaction (i) such sale or transfer occurs solely in connection with any bona fide financing or capitalization for the benefit of Tenant, a corporation and (ii) Tenant provides to Landlord ten (10) days prior written notice of such sale or transfer, and (iii) following such transfer, Tenant's tangible net worth remains reasonably sufficient, taking into which account all expected obligations of the Tenant merges with respect to the transfer and all of its other contingent and noncontingent obligations, to service when due the obligations of Tenant under this Lease. E. So long as Tenant is not entering into the Permitted Transfer for the purpose of avoiding or consolidatesotherwise circumventing the remaining terms of this Article XII, Tenant may assign its entire interest under this Lease, without the consent of Landlord, to (i) an affiliate, subsidiary, or parent of Tenant, or a corporation, partnership or other legal entity wholly owned by Tenant (collectively, an "Affiliated Party"), or (ii) a successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the following conditions are satisfied (each such Transfer a "Permitted Transfer"): (1) Tenant is not in default under this Lease; (2) the Permitted Use does not allow the Premises to be used for retail purposes; (3) Tenant shall give Landlord written notice at least 30 days prior to the effective date of the proposed Permitted Transfer; (4) with respect to a purchaser proposed Permitted Transfer to an Affiliated Party, Tenant continues to have a net worth equal to or greater than Tenant's net worth at the date of this Lease; and (5) with respect to a purchase, merger, consolidation or reorganization or any Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, (a) Tenant's successor shall own all or substantially all of the assets of Tenant if Tenant, and (1b) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be 's successor shall have a net worth which is at least equal to that the greater of Tenant's net worth at the date of this Lease or Tenant's net worth as of the existing Tenant at day prior to the time of execution of this Lease. (b) Business reputation proposed purchase, merger, consolidation or reorganization. Tenant's notice to Landlord shall include information and documentation showing that each of the proposed sub-tenant/assignee must be in accordance above conditions has been satisfied. If requested by Landlord, Tenant's successor shall sign a commercially reasonable form of assumption agreement. As used herein, (A) "parent" shall mean a company which owns a majority of Tenant's voting equity; (B) "subsidiary" shall mean an entity wholly owned by Tenant or at least 51% of whose voting equity is owned by Tenant; and (C) "affiliate" shall mean an entity controlled, controlling or under common control with generally acceptable commercial standards. (c) Use Tenant. Notwithstanding the foregoing, if any parent, affiliate or subsidiary to which this Lease has been assigned or transferred subsequently sells or transfers its voting equity or its interest under this Lease other than to another parent, subsidiary or affiliate of the Premises by original Tenant named hereunder, such sale or transfer shall be deemed to be a Transfer requiring the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Leaseconsent of Landlord hereunder. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. A. Except in connection with a Permitted Transfer (defined in Section 13.E. below), Tenant shall not assign assign, sublease, transfer or transfer encumber any interest in this Lease or hypothecateallow any third party to use any portion of the Premises (collectively or individually, mortgage or sublet the Leased Premises or any part thereof a "TRANSFER") without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of any assignmentWithout limitation, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but it is agreed that Landlord’s rights to damages shall survive and Tenant 's consent shall not be released from considered unreasonably withheld if: (1) the proposed transferee's financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee's business is not suitable for the Building considering the business of the other tenants and the Building's prestige, or would result in a violation of another tenant's rights; (3) the proposed transferee is a governmental agency or occupant of the Building; (4) Tenant is in default beyond any applicable notice and cure period; or (5) any portion of its obligations under the Building or the Premises would likely become subject to additional or different laws as a consequence of the proposed Transfer. Any attempted Transfer in violation of this LeaseSection 13, shall, exercisable in Landlord's sole and absolute discretion, be voidable. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord's rights to approve any subsequent Transfer(s). IN NO EVENT SHALL ANY TRANSFER OR PERMITTED TRANSFER RELEASE OR RELIEVE TENANT FROM ANY OBLIGATION UNDER THIS LEASE OR ANY LIABILITY HEREUNDER. B. If Tenant requests Landlord's consent to a Transfer, Tenant shall submit to Landlord financial statements for the proposed transferee, a complete copy of the proposed assignment, sublease and other information as Landlord may reasonably request. Landlord shall within thirty (30) days after Landlord's receipt of the required information and documentation either: (1) consent or reasonably refuse consent to the Transfer in writing; (2) in the event of a proposed assignment of this Lease or a proposed sublease of the entire Premises for the entire remaining term of this Lease, terminate this Lease effective the first to one occur of ninety (90) days following written notice of such termination or more subletting the date that the proposed Transfer would have come into effect. If Landlord shall fail to notify Tenant in writing of said Leased Premises its decision within such thirty (30) days period after the later of the date Landlord is notified in writing of the proposed Transfer or the date Landlord has received all required information concerning the proposed transferee and the proposed Transfer, Landlord shall not be deemed to be have refused to consent to such Transfer, and to have elected to keep this Lease in full force and effect. Tenant shall pay Landlord a waiver review fee of the requirement $1,000.00 for consent Landlord's review of Landlord to any future assignment Permitted Transfer or sublettingrequested Transfer. Notwithstanding anything contained herein to the contraryIn addition, Tenant shall reimburse Landlord for its actual reasonable costs and expenses (including without limitation reasonable attorney's fees) incurred by Landlord in connection with Landlord's review of such requested Transfer or Permitted Transfer. C. Tenant shall pay to Landlord fifty percent (50%) of all cash and other consideration which Tenant receives as a result of a Transfer that is in excess of the rent payable to Landlord hereunder for the portion of the Premises and Term covered by the Transfer within ten (10) days following receipt thereof by Tenant. If Tenant is in Monetary Default (defined in Section 22. below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against rent in the amount of any payments received (less Landlord's share of any excess). D. Except as provided below with respect to a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership or similar entity, and the entity which owns or controls a majority of the voting shares/rights at the time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a nationally recognized security exchange, or if at least eighty percent (80%) of its voting stock is owned by another entity, the voting stock of which is so listed. E. Tenant may assign or sublease its entire interest under this Lease or sublet the Premises to any entity controlling or controlled by or under common control with Tenant or to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as "PERMITTED TRANSFER") without the prior written approval consent of any Landlord mortgagee Landlord, provided: (1) Tenant is not in default under this Lease; (2) if such proposed transferee is a successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of the extent such written consent is required of such mortgagee and any assignment stock or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation assets of Tenant's business or, if such proposed transferee shall acquire all or substantially all of the stock or assets of Tenant's business or, if such proposed transferee is a successor to Tenant by merger, consolidation or reorganization, the continuing or surviving corporation into which Tenant merges or consolidates, or to a purchaser of shall own all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, ; (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be transferee shall have a net worth which is at least equal to that the greater of Tenant's net worth at the date of this Lease or Tenant's net worth as of the existing day prior to the proposed purchase, merger, consolidation or reorganization as evidenced to Landlord's reasonable satisfaction; (4) such proposed transferee operates the business in the Premises for the Permitted Use and no other purpose; and (5) Tenant shall give Landlord written notice at least thirty (30) days prior to the time of execution of this Lease. (b) Business reputation effective date of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standardspurchase, merger, consolidation or reorganization. (c) Use of F. Tenant agrees that in the Premises by the proposed sub-tenant/assignee must be substantially similar event Landlord withholds its consent to any Transfer contrary to the use permitted provisions of this Section 13, Tenant's sole remedy shall be to seek an injunction in equity or compel performance by this LeaseLandlord to give its consent and Tenant expressly waives any right to damages in the event of such withholding by Landlord of its consent. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Without Landlord’s prior written consent, which shall not be unreasonably withheld conditioned or delayed beyond twenty (20) business days after receipt of notice from Tenant requesting consent and accompanied by such documentation and information as shall enable Landlord to evaluate the request, Tenant shall not assign or transfer this Lease or hypothecate, mortgage or sublet sublease the Leased Premises or any part thereof without or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the prior written consent Premises and any attempt to do any of the foregoing shall be void and of no effect. It shall be reasonable for the Landlord to withhold, delay or condition its consent, where required, to any assignment or sublease in any of the following instances: (i) the assignee or the sublessee of more than fifty percent (50%) of the Premises does not have the credit, net worth or liquidity necessary, in Landlord’s reasonable opinion, to fulfill the obligations of Tenant under this Lease; (ii) occupancy of the Premises by the assignee or sublessee would, in Landlord’s reasonable opinion, violate any agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (iii) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, which consent tend to damage the goodwill or reputation of the Project; (iv) in the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease. The foregoing criteria shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to exclude any other right reasonable basis for Landlord to refuse its consent to such assignment or remedy Landlord may have under sublease. Any approved assignment or sublease shall be expressly subject to the provisions terms and conditions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and . Tenant shall not be released from provide to Landlord all information concerning the assignee or sublessee as Landlord may reasonably request. Landlord may revoke its consent immediately and without notice if, as of the effective date of the assignment or sublease, there has occurred and is continuing any Event of its obligations Default periods under this Lease. Consent by Landlord to one For purposes of this paragraph, a transfer of 50% or more of the ownership interests controlling Tenant shall be deemed an assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent unless such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public recordsownership interests are publicly traded. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease Tenant may assign or sublet the Premises, or any part thereof, to a subsidiary, affiliate or parent corporation of (i) any entity controlling Tenant, controlled by Tenant or under common control with Tenant; (ii) any corporation or other entity resulting from the merger or consolidation of Tenant where the resulting Tenant entity maintains a corporation into which post transfer tangible net worth equal to or greater than Tenant’s immediately prior to such assignment or sublease or the tangible net worth of the Tenant merges at the time it executed the Lease; or consolidates(iii) any corporation, partnership or other entity, or to a purchaser of person which acquires all or substantially all of the assets of Tenant if where the resulting Tenant entity maintains a post transfer tangible net worth equal to or greater than Tenant’s immediately prior to such assignment or sublease or the tangible net worth of the Tenant at the time it executed the Lease (1each a “Permitted Transferee”), without the prior written consent of Landlord. Tenant hereby agrees to give Landlord written notice ten (10) days prior to such merger, consolidation, or transfer of assets along with any documentation reasonably requested by Landlord related to the required conditions as provided above. Tenant gives shall reimburse Landlord prior for all of Landlord’s reasonable third party out-of-pocket expenses in connection with any assignment or sublease, not to exceed $2,500.00. This Lease shall be binding upon Tenant and its successors and permitted assigns. Upon Landlord’s receipt of Tenant’s written notice of a desire to assign or sublet more than 50 percent of the name Premises (other than to a Tenant Affiliate or pursuant to a Permitted Transfer), Landlord may, by giving written notice to Tenant within 30 days after receipt of any Tenant’s notice, terminate this Lease with respect to the space described in Tenant’s notice, as of the date specified in Tenant’s notice for the commencement of the proposed assignment or sublease. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such assignee and, (2) the assignee assumestermination, in writingwhich case the Lease shall not terminate but shall continue. Notwithstanding any assignment or subletting, all Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant’s other obligations under this Lease and(regardless of whether Landlord’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, (3) then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder 50% such excess rental and other excess consideration, after first deducting the customary and reasonable cost of any real estate commissions, attorneys’ fees, Landlord approved tenant improvements, credit for free rent and other inducement costs incurred in connection with such assignment meets all or sublease, within 10 days following receipt thereof by Tenant; provided in the event of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use a sublease which is less than 100% of the Premises such excess rental and other consideration shall be applied on a square foot basis. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon an Event of Default by Tenant hereunder Landlord may collect rent from the proposed sub-tenant/assignee must be substantially similar assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the use permitted extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by this LeaseTenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Except as otherwise expressly permitted by this Lease. Tenant shall not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of withheld or delayed, assign or hypothecate this Lease or any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, interest in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have sublet the right to terminate Premises or any part of them, or license the use of the Premises by any party other than Tenant. Neither this Lease and/or to re-enter and repossess nor any interest in this Lease shall be assignable without the Leased Premises but consent of Landlord’s rights to damages shall survive and Tenant , which shall not be released unreasonably withheld or delayed. Any of the previous acts without consent shall be void and shall, at the option of Landlord, constitute a default under this Lease. Landlord shall respond to Tenant's request for sublease within fifteen (15) days of receiving a written request from Tenant and receipt of documentation regarding description and financial condition of proposed Tenant and other necessary information as required by Landlord. (b) No sublessee shall have a right to further sublet without Landlord's prior consent, which may not be unreasonably withheld, and any assignment by a sublessee of its the sublease shall be subject to Landlord's prior consent in the same manner as if Tenant were entering into a new sublease. (c) In the case of an assignment or subletting, any sums or economic consideration received by Tenant as a result of the assignment or subletting shall be paid to Landlord after first deducting (i) in the case of a sublet, the rental due under this Lease, prorated to reflect only rental allocable to the sublet portion of the Premises, (ii) any tenant improvements paid for by tenant, and (iii) the cost of any real estate commissions, reasonable attorney fees, or other third party professional services paid by Tenant in connection with the assignment or subletting. (d) Regardless of Landlord's consent, no subletting or assignment shall release or alter Tenant's obligation or primary liability to pay the rental and perform all other obligations under this Lease. Consent by Landlord to one assignment or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed consent to be a waiver any subsequent assignment or subletting. In the event of default by any assignee or successor of Tenant in the performance of any of the requirement for terms of this Lease, after notice of default to Tenant pursuant to Section 18 and the expiration of any applicable cure period, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against the assignee or successor. (e) If Tenant assigns this Lease, sublets the Premises, or requests the consent of Landlord to any future assignment assignment, subletting, hypothecation, or subletting. Notwithstanding anything contained herein to the contraryother action requiring Landlord's consent under this Lease, Tenant shall pay Landlord's reasonable attorney fees incurred in connection with the action, not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease exceed nine hundred (but not the Lease itself$900.00) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasedollars. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign or transfer have the option of assigning this Lease or hypothecate, mortgage any rights in this Lease or sublet subletting the Leased Premises or any part thereof without of the prior written consent Premises to an Affiliate of Landlord, which consent shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law Tenant or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein party subject to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee remaining terms and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution conditions of this Lease. (ba) Business reputation of In the proposed sub-tenant/assignee must be event Tenant assigns or transfers this Lease or any rights in accordance with generally acceptable commercial standards. (c) Use this Lease or subleases the Premises or any part of the Premises to a third party, Tenant shall submit to Landlord the identity of the parties to the transaction, the documentation for the transaction, and all other information reasonably requested by ▇▇▇▇▇▇▇▇ concerning the proposed sub-tenant/assignee must be substantially similar transaction and the parties involved. Any permitted use does not in any way create rights to possess or remain in the use permitted by this Premises beyond the termination of the Lease. (db) Use No sublessee shall have a right to further sublet without ▇▇▇▇▇▇▇▇’s prior consent, which Tenant acknowledges may be withheld in Landlord’s absolute discretion, and any assignment by a sublessee of the Premises sublease shall be subject to ▇▇▇▇▇▇▇▇’s prior consent. No subletting or assignment shall release or alter Tenant’s obligation or primary liability to pay the Rent and perform all other obligations under this Lease. The acceptance of rent by the proposed sub-tenant/assignee will Landlord from any other person shall not tend to violate or create any potential violation be deemed a waiver by Tenant of any laws, ordinances provision of this Lease. In the event of default by any assignee or regulations; and (e) Use successor of ▇▇▇▇▇▇ in the performance of any of the Premises by terms of this Lease, after notice of default to Tenant and the proposed sub-tenant/expiration of any applicable cure period, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against the assignee will not violate or successor. Tenant shall not, however, be liable for any other agreements affecting the Premisesincrease in Tenant’s obligation under this Lease because of any amendment or modification to this Lease, unless ▇▇▇▇▇▇ has consented to it in writing.

Assignment and Subletting. 14.1.1. So long as Tenant is not in default under this Lease, upon ten (10) days prior written notice to Landlord, Tenant shall have the right at any time without Landlord's consent to sublet or otherwise permit the occupancy of all or a portion of the Premises, or to assign this Lease to any company or entity which is an Affiliate of Tenant or to any company or entity which is wholly-owned by Tenant or to any company or entity which shall acquire all of the stock or substantially all of the assets of Tenant. Any sublessee or assignee permitted pursuant to this Article 14. 1.1 without Landlord's prior consent shall be bound by all restrictions on transfer under this Article 14 generally. 14.1.2. Tenant shall not mortgage, pledge or encumber this Lease, collaterally or otherwise. Except as provided in Section 14.1.1 above, Tenant shall not assign or transfer this Lease or hypothecateLease, mortgage or sublet or underlet the Leased Premises or any part thereof thereof, or permit any other person or entity to occupy the Premises or any part thereof, without on each occasion first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Without limiting the foregoing, Tenant acknowledges that it shall be reasonable for Landlord to withhold its consent if such subtenant's or assignee's business is not suitable for a first-class office building or would otherwise inhibit Landlord's marketing efforts or detract from the value of the Buildings. Further, Landlord shall not unreasonably withhold or delay its consent to a proposed sublease or subleases of portions of the first floor of the Centerpointe I Building for retail uses which would constitute an amenity to Tenant's employees, provided, however, any proposed retail sublease must not conflict with the terms of any of the then-existing leases for the Buildings, must be for an amount of space and type of use that complies with all laws, including but not limited to zoning proffers for the Property, the proposed use must be suitable for a first-class office building, and must not otherwise inhibit Landlord's marketing efforts or detract from the value of the Buildings and must otherwise be in form and substance reasonably satisfactory to Landlord. In the event of any assignment, transfer (including transfers by operation of law that Landlord should withhold its consent to a sublease or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive assignment and Tenant should contest the reasonableness of Landlord's action, the parties shall not be released from any of its obligations under this Lease. Consent by Landlord submit the matter to one or more assignment of this Lease or arbitration pursuant to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this LeaseArticle 65 below. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign may assign, sublet, or otherwise __________________________ transfer any of its rights under this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without the only with Landlord's prior written consent of Landlordconsent, which consent shall will not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law or otherwise)except that Tenant may assign its rights, hypothecation, mortgage or subletting without such written Landlord's consent, in addition to any other right entity in which Tenant or remedy any wholly owned subsidiary owns more than 50% of the outstanding ownership interests. Once Landlord may have under receives Tenant's written notice, requesting such consent in the provisions case of this Leasea bona fide prospective transferee, Landlord shall have 30 days to notify Tenant in writing of Landlord's refusal to give consent and the right reasons for that refusal; Landlord's failure to terminate give such notice within those 30 days shall be deemed Landlord's consent to the proposed transfer. Tenant agrees that it shall be deemed reasonable for Landlord to refuse to consent to any transfer to a tenant whose net worth or creditworthiness does not satisfy Landlord's standards for leasing to new tenants of the Building, or to refuse consent so long as Tenant is in default or delinquent in respect to any obligation under this Lease and/or Lease. Tenant further agrees that there may be other reasons why consent should be denied in given instances. Absent an express release signed by Landlord, no assignment, subleasing, or transfer, even if made with Landlord's consent, shall be construed to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and relieve Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one accrued or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s unaccrued obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this ArticleLease. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request Landlord's right to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be Lease is unqualified, it being understood, however, that Landlord's right to assign the Lease is not a right to terminate it at least equal to that of the existing Tenant at the time of execution of this Leasewill. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. A. Except in connection with a Permitted Transfer (defined in Section XII.E. below), Tenant shall not assign assign, sublease, transfer or transfer encumber any interest in this Lease or hypothecateallow any third party to use any portion of the Premises (collectively or individually, mortgage or sublet the Leased Premises or any part thereof a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if: (1) the event proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee’s business is not suitable for the Building considering the business of any assignmentthe other tenants and the Building’s prestige, transfer or would result in a violation of another tenant’s rights; (including transfers by operation 3) the proposed transferee is a governmental agency; (4) Tenant is in default after the expiration of law or otherwise), hypothecation, mortgage or subletting without such written consent, the notice and cure periods in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have ; or (5) any portion of the right Building or Premises would likely become subject to terminate this Lease and/or to re-enter and repossess additional or different Laws as a consequence of the Leased Premises but Landlord’s rights to damages shall survive and proposed Transfer. Tenant shall not be released from entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of its obligations under this LeaseArticle shall, at Landlord’s option, be void. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises Transfer(s) shall not be deemed to be operate as a waiver of the requirement Landlord’s rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease. B. As part of its request for Landlord’s consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrarya Transfer, Tenant shall not assign provide Landlord with financial statements for the proposed transferee, a complete copy of the proposed assignment, sublease and other contractual documents and such other information as Landlord may reasonably request. Landlord shall, by written notice to Tenant within 30 days of its receipt of the required information and documentation, either: (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Landlord or sublease reasonably refuse to consent to the Transfer in writing; or (2) exercise its right to terminate this Lease without the prior written approval of any Landlord mortgagee with respect to the extent such written consent entire Premises, if Tenant is required proposing to assign the Lease, or with respect to the portion of such mortgagee and any assignment the Premises that Tenant is proposing to sublet if the proposed sublease (if approved) would result in 50% or sublease without more of the mortgageeTenant’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public recordsPremises being subject to sublease. Notwithstanding the above, Tenant, within 5 days after receipt of Landlord’s prior written notice of intent to terminate, may withdraw its request for consent to the Transfer. In that event, Landlord’s election to terminate the Lease shall be null and void and of no force and effect. Any such termination shall be effective on the proposed effective date of the Transfer for which Tenant requested consent. Tenant shall pay Landlord a review fee of $750.00 for Landlord’s review of any Permitted Transfer or requested Transfer. C. Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of any excess within 30 days after Tenant’s receipt of such excess consideration. Tenant may deduct from the excess all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer (other than Landlord’s review fee), including brokerage fees, legal fees and construction costs. If Tenant is in Monetary Default (defined in Section XIX.A. below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of any payments received (less Landlord’s share of any excess). D. Except as provided below with respect to a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership, or similar entity, and if the entity which owns or controls a majority of the voting shares/rights at any time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not be required apply so long as Tenant is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed. E. So long as Tenant is not entering into the Permitted Transfer for an assignment the purpose of avoiding or otherwise circumventing the remaining terms of this Lease Article XII, Tenant may assign its entire interest under this Lease, without the consent of Landlord, to a (i) an affiliate, subsidiary, affiliate or parent corporation of Tenant, or a corporation into which corporation, partnership or other legal entity wholly owned by Tenant merges or consolidates(collectively, an “Affiliated Party”), or (ii) a successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the following conditions are satisfied (each such Transfer a “Permitted Transfer”): (1) Tenant is not in default under this Lease; (2) the Permitted Use does not allow the Premises to be used for retail purposes; (3) Tenant shall give Landlord written notice at least 30 days prior to the effective date of the proposed Permitted Transfer; (4) with respect to a purchaser proposed Permitted Transfer to an Affiliated Party, Tenant continues to have a net worth equal to or greater than Tenant’s net worth at the date of this Lease; and (5) with respect to a purchase, merger, consolidation or reorganization or any Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, (a) Tenant’s successor shall own all or substantially all of the assets of Tenant if Tenant, and (1b) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be successor shall have a net worth which is at least equal to that the greater of Tenant’s net worth at the date of this Lease or Tenant’s net worth as of the existing Tenant at day prior to the time of execution of this Lease. (b) Business reputation proposed purchase, merger, consolidation or reorganization. Tenant’s notice to Landlord shall include information and documentation showing that each of the proposed sub-tenant/assignee must be in accordance above conditions has been satisfied. If requested by Landlord, Tenant’s successor shall sign a commercially reasonable form of assumption agreement. As used herein, (A) “parent” shall mean a company which owns a majority of Tenant’s voting equity; (B) “subsidiary” shall mean an entity wholly owned by Tenant or at least 51% of whose voting equity is owned by Tenant; and (C) “affiliate” shall mean an entity controlled by, controlling or under common control with generally acceptable commercial standards. (c) Use Tenant. Notwithstanding the foregoing, if any parent, affiliate or subsidiary to which this Lease has been assigned or transferred subsequently sells or transfers its voting equity or its interest under this Lease other than to another parent, subsidiary or affiliate of the Premises by original Tenant named hereunder, such sale or transfer shall be deemed to be a Transfer requiring the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Leaseconsent of Landlord hereunder. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Tenant expressly covenants that it shall not assign by operation of law or transfer otherwise assign, encumber or mortgage this Lease in whole or hypothecatein part, mortgage nor sublet or sublet suffer or permit the Leased Demised Premises or any part thereof to be used by others, without the prior written consent of LandlordLandlord in each instance. Any attempt by Tenant to assign, which sublet, encumber or mortgage this Lease without the express consent of Landlord shall be null and void. Landlord shall not be unreasonably withheld. In the event of withhold its consent to any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage proposed assignment or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease. (b) If Tenant's interest in this Lease is assigned or if the Demised Premises are sublet to, or occupied by, or used by, any one other than Tenant, whether or not in violation of this Article 18, Landlord shall have the may, after default by Tenant, accept from any assignee, subtenant or any one who claims a right to terminate the interest of Tenant under this Lease or who occupies any part(s) or the whole of the Demised Premises the payment of Minimum Annual Rent and Additional Rent and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from performance of any of its the other obligations of Tenant under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises , but such acceptance shall not be deemed to be a waiver by Landlord of the requirement for consent breach by Tenant of the provisions of this Article 18 nor a recognition by Landlord that any such assignee, subtenant, claimant or occupant has succeeded to the rights of Tenant hereunder, nor a release by Landlord of Tenant from further performance by Tenant of the covenants on Tenant's part to be paid or performed under this Lease; provided, however, that the net amount of Minimum Annual Rent and Additional Rent collected from any such assignee, subtenant, claimant or occupant shall be applied by Landlord to the Minimum Annual Rent and Additional Rent to be paid hereunder. (c) Tenant agrees to pay to Landlord all fees, costs and expenses, including, but not limited to, reasonable attorneys' fees and disbursements, incurred by Landlord in connection with any future proposed assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum any proposed sublease of this Lease the Demised Premises. (but not the Lease itselfa) may be recorded in the appropriate public records. Notwithstanding the above, If Tenant requests Landlord’s prior written 's consent shall not be required for to an assignment of this Lease to or a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser subletting of all or substantially any part of the Demised Premises, Tenant shall submit to Landlord: (i) the name of the proposed assignee or subtenant; (ii) the terms of the proposed assignment or subletting together with a conformed or photostatic copy of the proposed assignment or sublease, which information shall include the effective date of commencement of any such assignment of this Lease or sublease of all or part of the Demised Premises; (iii) the nature of the proposed assignee or subtenant's business and its proposed use of the Demised Premises; (iv) such information as to its financial responsibility and general reputation as Landlord may require; and (v) a summary of plans and specifications, if any, revising the floor layout of the Demised Premises. (b) Upon the receipt of all such information from Tenant, Landlord shall within thirty (30) days of its receipt of Tenant's request to assign or sublet, notify Tenant whether Landlord consents to or rejects the proposed assignment or subletting. (c) In lieu of either consenting to or rejecting Tenant's request, Landlord shall have the option, to be exercised in writing within said thirty (30) day period, to cancel and terminate this Lease if the request is to assign this Lease or to sublet all of the assets of Tenant Demised Premises or, if (1) Tenant gives Landlord prior written notice the request is to sublet a portion of the name of any Demised Premises only, to cancel and terminate this Lease with respect to such assignee and, portion. The effective applicable cancellation date shall be that date equivalent to the proposed effective commencement date referred to in Section 1802(a) (2ii) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Articleabove. Landlord and Tenant agree that to enter into a written agreement in recordable form to reflect any one of the following factors, Lease termination or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this LeaseLease modification required hereunder. (d) Use If Landlord shall cancel this Lease, Tenant shall surrender possession of the Demised Premises, or the portion of the Demised Premises which is the subject of the request, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Demised Premises. If this Lease shall be canceled as to a portion of the Demised Premises only, (i) the Minimum Annual Rent payable by Tenant hereunder and Tenant's Percentage of Operating Expenses shall be reduced proportionately according to the proposed subratio that the portion of space surrendered bears to the entire Demised Premises and (ii) Landlord, at Tenant's expense, shall have the right to make any alterations to the Demised Premises required, in Landlord's judgment, to make the portion of the Demised Premises surrendered a self-tenant/assignee will not tend contained rental unit with access through corridors to violate the elevators and toilets serving such space. At Landlord's request, Tenant shall execute and deliver an agreement, in form reasonably satisfactory to Landlord, setting forth any modifications to this Lease contemplated or create any potential violation resulting from the operation of this Section; however, neither Landlord's failure to request such agreement nor Tenant's failure to execute such agreement shall vitiate the effect of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premisescancellation pursuant to this Section.

Assignment and Subletting. Tenant shall not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof Not without the prior written consent of Landlord to assign this Lease, to make any sublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law; as Additional Rent, to reimburse Landlord promptly for reasonable and customary legal and other expenses (not to exceed $1,000.00) incurred by Landlord or any Superior Mortgagee in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Notwithstanding the foregoing, Landlord, which ’s consent shall will not be unreasonably withheldwithheld and any disapproval shall include a specific reason for same. Landlord’s consent to any proposed assignment or subletting is required both as to the terms and conditions thereof, and as to the creditworthiness of the proposed assignee or subtenant and the consistency of the proposed assignee’s or subtenant’s business with the Permitted Uses of the Premises. In the event that any assignee or subtenant pays to Tenant any consideration attributable to the interest in this Lease or the Premises so assigned or subleased in excess of the Rent then payable hereunder, or pro rata portion thereof on a square footage basis for any assignmentportion of the Premises, transfer (including transfers after deducting Tenant’s reasonable attorneys’ fees, brokerage commissions and other costs, fees and expenses relating to such assignment or sublease. Tenant shall promptly pay 50% of said net excess to Landlord as and when received by operation Tenant. If Tenant requests Landlord’s consent to assign this Lease or sublet more than 1/3 of law the Premises, or otherwise), hypothecation, mortgage the assignment or subletting without such written consent, in addition to any other right sublease term will begin three or remedy Landlord may have under fewer months before the provisions end of this Leasethe Lease Term, Landlord shall have the right option, exercisable by written notice to Tenant given within 10 days after receipt of such request, to terminate this Lease and/or as of a date specified in such notice which shall be not less than 30 days after the date of such notice. Notwithstanding anything to re-enter and repossess the Leased Premises but contrary contained herein. Tenant shall have the right, without Landlord’s rights consent, to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of assign this Lease or to one or more subletting of said Leased sublet the Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate corporation or parent corporation of Tenant, a corporation into other entity with which Tenant merges it may merge or consolidatesconsolidate, or to in connection with a purchaser sale of all or substantially all of the its assets or to any parent or subsidiary of Tenant if (1) Tenant gives Landlord prior written notice of the name of any Tenant; provided that after such assignee and, (2) assignment or sublet the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be sublessee shall have a creditworthiness at least equal to that of Tenant as of the existing Tenant at the time of execution Commencement Date of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign the right of occupancy under this Lease, or transfer this Lease or hypothecateany other interest therein, mortgage or sublet the Leased Premises Premises, or any part thereof portion thereof, without the prior written consent of Landlord, which consent may be withheld at Landlord's discretion. Notwithstanding any assignment of the Lease, or the subletting of the Premises, or any portion thereof, Tenant shall not continue to be unreasonably withheld. In liable for the event performance of any assignmentthe terms, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions conditions and covenants of this Lease, Landlord shall have including, but not limited to, the right to terminate this Lease and/or to re-enter payment of Rent and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this LeaseAdditional Rent. Consent by Landlord to one or more assignment of this Lease assignments or to one or more subletting of said Leased Premises sublettings shall not be deemed to be operate as a waiver of the requirement for consent of Landlord Landlord's rights as to any future assignment subsequent assignments or sublettingsublettings. Notwithstanding anything contained herein to Landlord shall have the contraryadditional option, which shall be exercised by providing Tenant shall not assign or sublease with written notice, of terminating Tenant's rights and obligations under this Lease without (or the prior written approval of applicable portion thereof as to any Landlord mortgagee to the extent such written consent is required of such mortgagee and partial subletting) rather than permitting any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public recordssubletting by Tenant. Notwithstanding the aboveforegoing, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) and only if the assignee assumes, shall have a net worth (determined in writing, all of Tenant’s obligations under the Lease and, (3accordance with generally accepted accounting principles) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that the net worth of the existing Tenant at the time of execution such assignment, and such assignee shall expressly assume all obligations and liabilities of Tenant under this Lease, Tenant shall have the right to assign this Lease to the surviving corporation of a merger, consolidation, reorganization or recapitalization involving Tenant. Tenant shall give Landlord at least thirty (30) days' prior written notice of any such proposed assignment. Tenant shall deliver to Landlord all information and materials as are reasonably required by Landlord to verify the net worth of the assignee. In the event of the transfer and assignment by Landlord of its interest in this Lease and/or sale of the Premises, any of which it may do at its sole option, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for performance of such obligations. The leases assigned to Tenant by Landlord described on the attached Exhibit B, shall become sub-leases under this Lease. During the Term of this Lease, the Tenant shall be entitled to collect the rent under such subleases and shall pay the principal and interest on the mortgages described below which are in place on the date hereof on the property which is the subject of such subleases. (b1) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards▇▇▇▇▇▇ ▇. ▇▇▇▇▇, dated June 29, 1992, $68,086.40, mortgage on rental property ($709.99 per month). (c2) Use ▇▇▇▇▇▇ ▇▇▇▇ as Trustee of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Mortgage on 3410 and ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ in the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Leasemonthly amount of $615.71. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. 17.1 Except as hereinafter provided. Tenant shall not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises all or any part thereof of the Premises nor assign this Lease without the Landlord's express prior written consent of Landlordconsent, which consent shall not unreasonably be unreasonably withheld. In Tenant may, subject to the event rest of the terms hereof but without Landlord's consent, sublet all of the Premises or assign this Lease to any entity controlling, controlled by or under common control with Tenant, provided the assignee expressly assumes the obligations of Tenant hereunder by execution and delivery to Landlord of a document approved by Landlord. Neither this Lease nor the term hereby demised shall be mortgaged by Tenant, nor shall Tenant mortgage, assign, pledge or otherwise transfer the interest of Tenant in and to any sublease or the rentals payable thereunder or in the Security Deposit. Any such mortgage and any sublease, assignment, pledge or transfer (including transfers by operation made in violation of law this paragraph 17.1 shall be void and at Landlord's election shall terminate this Lease. Each subleases, assignee or otherwise)transferee of Tenant, hypothecationother than Landlord, mortgage or subletting without such written consentshall assume all obligations of Tenant under this Lease and shall be and remain liable jointly and severally with Tenant for the payment of the rent, in addition and for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to any other right or remedy Landlord may have under be performed for the provisions term of this Lease. No assignment shall be binding upon Landlord unless such assignee or Tenant shall deliver to Landlord a counterpart of such assignment and an instrument in recordable form which contains a covenant of assumption by the assignee satisfactory in substance and form to Landlord, consistent with the requirements of this Paragraph 17.1, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its liability as set forth above. No subtenant or assignee not complying with the foregoing requirements shall have any interest in the Security Deposit. Any assignee that does comply with the foregoing requirements shall automatically succeed to Tenant's position with respect to the Security Deposit, and Landlord shall have the right to terminate this Lease and/or refund all or any portion of the Security Deposit to re-enter the assignee at any time or under any circumstances with no liability to the assignor. If tenant is a corporation which, under California law, is not deemed a publicly held corporation or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest controlling such corporation, association or partnership shall be deemed an assignment within the meaning and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment provisions of this Lease or to one or more subletting of said Leased Premises Section 17. For purposes hereof, "control" shall not be deemed to be a waiver refer to any amount, in the aggregate, exceeding 50% of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required voting power of such mortgagee and any assignment corporation association or sublease without partnership. 17.2 In the mortgagee’s consent shall be void. Landlord may event that Tenant desires to assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidatesLease, or to enter into a purchaser of sublease, as to all or substantially all any portion of the assets Premises, except where the subtenant or assignee is an entity controlling, controlled by or under common control with Tenant. Tenant shall, prior to solicitation of Tenant if (1) Tenant gives Landlord prior written offers therefor, give landlord notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request 's desire to assign or sublet: (a) Financial strength sublet and of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use portion of the Premises to be affected by the proposed sub-tenant/assignee must be substantially similar to assignment or sublease. Landlord shall have the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.right,

Assignment and Subletting. Tenant shall not may assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without only with the prior written consent of Landlord. Tenant acknowledges that this Lease is personal to Tenant for the use specified herein, which and that Landlord may withhold its consent shall not be unreasonably withheld. In the event of arbitrarily and for any assignmentreason whatsoever, transfer (including transfers by operation of law and may further condition any consent on an increase in Rent or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right changes in the terms, covenants, or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Leaseconditions hereof. Consent The consent by Landlord to one any transfer, assignment, or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of on the requirement for consent part of Landlord to of its rights regarding any future transfers, assignments, or sublettings. If Landlord consents to an assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written that consent shall not be effective unless and until Landlord approves in writing the executed assignment or sublease agreement, which agreement shall provide for the Landlord's consent to any amendment, and for the assignee or sublessee to assume all of the obligations and liabilities of Tenant under this Lease, without relieving Tenant of its obligations under this Lease, unless otherwise agreed to in writing by Landlord. In the event of any assignment or subletting, even with the consent of Landlord, Tenant shall pay to Landlord, in addition to all payments otherwise required under this Lease, the amount of any payments payable by any assignee or subtenant under its agreement with Tenant which is in excess of that provided for an assignment in this Lease. Notwithstanding the foregoing, Tenant shall have the right, without Landlord's prior written consent, to assign this Lease, or to sublet the whole or any part of the Premises, to any corporation which, at the time, the Tenant shall be a parent or subsidiary, or to any subsidiary of a corporation of which, at the time, Tenant shall be a parent or a subsidiary. In addition, Tenant shall have the right, without Landlord's prior written consent, to assign this Lease to a subsidiary, affiliate any person or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of entity acquiring all or substantially all of the Tenant's assets of by purchase, merger, consolidation or otherwise. Tenant if (1) Tenant gives Landlord prior written notice of shall have the name of any such assignee andright, (2) the assignee assumeswithout Landlord's consent, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below to pledge its interest in this Article. Landlord Lease to The First National Bank of Boston, its successors and Tenant agree that assigns, as collateral for any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether obligation owed to consent to it by Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant This property is rented as a private residence. Tenant(s) shall not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of the Landlord, which consent . Tenant(s) shall not be unreasonably withheldsublet any portion of the House. In the event of Air BNB or similar short term rental service is not allowed at any time. If approval is given for an assignment, transfer (including transfers by operation there will be an administrative handling charge of law $250.00 to each outgoing Tenant(s) for services in transferring or otherwiseassigning this Lease to another Tenant(s), hypothecation, mortgage or subletting without such written consent, . Any assignee Tenant(s) shall be required to submit an application to the Landlord. Such application shall be processed in the same manner as would a new Tenant(s)’s application and subject to applicable application fees in addition to the handling charge. Before Landlord will accept any applications related to a lease assignment, the Tenant(s) must be in good standing. In either case (unless otherwise agreed in writing signed by Landlord), the original Tenant(s) remains primarily liable for any rents or other right or remedy Landlord may have charges unpaid under the provisions original terms of this the Lease, . Landlord shall at all times have knowledge of all Tenant(s) who occupy the right House. A completed application must be submitted and approved and all related documents must be signed by Landlord and Tenant(s) (remaining, outgoing and incoming) prior to terminate this move-in. A charge $300 violation fee will be charged for a violation, which shall be due and payable immediately and which shall constitute a breach of Lease. If such fee is not paid, Tenant(s) hereby authorizes it to be deducted from any available deposit at the end of the Lease and/or to re-enter and repossess the Leased Premises but term, or at Landlord’s rights discretion, will result in a 10-Day Notice to damages shall survive and Tenant shall Comply. Tenant(s) understand the original Deposit paid at the beginning of the Lease will remain with the House. If a pet is currently in the House or if a fee for an illegal pet has been processed, any assignment of the Lease will require the outgoing Tenant(s) to have a UV test performed on the carpet by the Landlord’s approved vendor BEFORE Landlord will allow the assignment. Documentation of such test must be provided to Landlord on or by the day all documents are to be signed. The UV test will also apply even if remaining Tenant(s) is the one with the pet. If the results of the UV test indicate damage, approval for assignment may not be released from any of its obligations under this Lease. Consent given until existing damage is remedied by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be voidoutgoing Tenant(s). Landlord may assign this deny any assignments in which assignment of Lease and a Memorandum of this Lease (but not has occurred more than two times during the Lease itself) may be recorded term or any extended terms. Pets: No pets of any kind, even temporarily, are allowed in the appropriate public records. Notwithstanding the above, House without Landlord’s 's prior written consent shall not whether pet is considered a companion / service pet or not. No “guest pets” will be required for an assignment allowed at any time. Any violation of this Lease rule will result in a 10-Day Notice to Comply, and/or a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all $400 violation fee per pet at the discretion of the assets of Tenant if (1) Tenant gives Landlord prior written notice of Landlord. The violation will also result in a charge to have the name of any such assignee and, (2) House tested with an ultra ▇▇▇▇▇▇ ▇▇▇ for urine damage and have the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this ArticleHouse sprayed for fleas. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee These expenses must be at least equal to that of the existing Tenant paid at the time of execution of this Lease. (bthe expense is incurred. If violation fees are charged and not paid, Tenant(s) Business reputation hereby authorizes the fees to be deducted from any available deposit at the end of the proposed subLease term, or at Landlord’s discretion, will result in a 10-tenant/assignee Day Notice to Comply. Payment of the fee does not give permission to keep the pet in the House. Payment of a pet fee or additional deposit shall not limit damages assessable to Tenant(s). If permission for a pet is granted, it shall be evidenced by an initial $20 pet application with pet photo and a Pet Agreement attached hereto. Landlord, at Landlord’s discretion, may require Renter’s Insurance that includes a Pet Clause for the pet that is being allowed. Permission is granted per Pet. Each pet must be listed on the Pet Agreement in accordance with generally acceptable commercial standards. (corder to be considered an allowed pet. Fish tanks must not exceed 30 gallons. Tenant(s) Use agree not to feed or care for any pets or animals on the balconies or common areas. This includes no bird feeders, bowls for stray animals, etc. If Tenant(s) has pets, service or companion animals, they must be secured during maintenance work. If not, Maintenance shall be entitled to leave the unit prior to the completion of the Premises by work and it shall be Tenant(s)’s sole responsibility to schedule the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use completion of the Premises by work after the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premisesanimal has been secured.

Assignment and Subletting. 15.1 Except in connection with a Permitted Transfer (defined below), Tenant shall not assign not, directly or transfer this Lease or hypothecateindirectly, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person other than Tenant. In Tenant shall not, directly or indirectly, without the event prior written consent of Landlord, pledge, mortgage or hypothecate this Lease or any assignmentinterest herein. This Lease shall not, transfer (including transfers nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law or otherwise), hypothecation, mortgage or subletting without such the prior written consent, in addition to any other right or remedy Landlord may have under the provisions consent of Landlord. For purposes of this Lease, any of the following transfers on a cumulative basis, other than any Permitted Transfer, shall constitute an assignment of this Lease that requires the prior written consent of Landlord: if Tenant is a corporation, the transfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership or a limited liability company, the transfer of more than forty-nine percent (49%) of the capital or profits or partnership or membership interests in the partnership or limited liability company; and if Tenant is a trust, the transfer of more than forty-nine (49%) of the beneficial interest under the trust. Any of the foregoing acts (other than any Permitted Transfer) without such prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. 15.2 If Tenant wishes to assign this Lease or sublease all or any part of the Premises, other than in connection with a Permitted Transfer, Tenant shall provide Landlord written notice identifying the intended assignee or subtenant by name and address and specifying all of the terms of the intended assignment or sublease, and a copy of all documentation pertaining to such assignment or sublease (except that Landlord shall have the right to require that Tenant and such assignee or subtenant execute Landlord's standard reasonable form of consent document). Tenant shall give Landlord such additional information as Landlord reasonably requests concerning the intended assignee or subtenant (including, without limitation, current financial statements) or the intended assignment or sublease. Without limiting or excluding other reasonable grounds for withholding Landlord's consent to a proposed assignment or sublease, Landlord shall have the right to withhold consent if (a) the proposed assignee or subtenant or the use of the Premises to be made by the proposed assignee or subtenant is not consistent with the character and nature of other tenants and uses in the Project or is prohibited by this Lease or any laws, covenants, or restrictions applicable to the Project, (b) it is not demonstrated to the satisfaction of Landlord that the proposed assignee or subtenant has good business and moral character and reputation and is financially able to perform all of the obligations of Tenant under this Lease (in the case of an assignment) or the sublease it intends to enter into, (c) the assignment or subletting would increase the operating costs for the Project or the burden on the Project services, (d) the space will be used for a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, or any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), (e) the proposed assignee or subtenant is a current tenant of the Project or a prospective tenant of the Project and Landlord has or will have available space in the Project that is reasonably comparable to the Premises or the portion thereof subject to such subletting, as applicable, or that otherwise meets such prospective tenant’s needs, or the proposed assignee or subtenant is a current tenant of the Project and Landlord has or will have available space in the Project that is reasonably comparable to the Premises or the portion thereof subject to such subletting, as applicable, or that otherwise meets such prospective tenant’s needs, or (f) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings. 15.3 Notwithstanding anything to the contrary in this Article 15, if Tenant wishes to assign this Lease or sublease all or any part of the Premises, except in connection with any Permitted Transfer, Landlord shall have the right, by giving notice to Tenant within thirty (30) days after Tenant requests the consent of Landlord (i) in the event of an assignment of this Lease, to terminate this Lease and/or effective as of the date such assignment would have become effective (and such termination date shall become the Expiration Date for purposes of this Lease), or (ii) in the event of a sublease (A) to re-enter sublet from Tenant any portion of the Premises proposed by Tenant to be sublet, for the term for which such portion is proposed to be sublet, but at the lesser of the proposed sublease rent or the same rent (including additional rent as provided for in sections 3.1(b) and repossess (c) above) as Tenant is required to pay to Landlord under this Lease for the Leased Premises but Landlord’s rights to damages shall survive same space, computed on a pro rata square footage basis, and during the term of such sublease Tenant shall not be released from any of its obligations under this LeaseLease with regard to the subject space or (B) to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be sublet effective as of the date such sublease would have become effective (and such termination date shall become the Expiration Date for purposes of this Lease with respect to such portion of the Premises). Consent In event that Landlord exercises the rights provided in this section 15.3 to recapture a portion of the Premises, then the cost of demising such recaptured space from the remainder of the Premises (including, without limitation, the separation of utilities) shall be at Tenant's sole cost and expense. 15.4 Tenant shall pay to Landlord, as Landlord's cost of processing each proposed assignment or subletting, an amount equal to the sum of (i) Landlord's reasonable attorneys' and other professional fees, plus (ii) the sum of $750.00 for the cost of Landlord's administrative, accounting and clerical time (collectively, “Processing Costs”), and the amount of all direct and indirect costs and expenses incurred by Landlord arising from the assignee or sublessee taking occupancy of the subject space (including, without limitation, costs of freight elevator operation for moving of furnishings and trade fixtures, security service, janitorial and 279330373 v2 cleaning service, and rubbish removal service). Notwithstanding anything to the contrary herein, Landlord shall not be required to process any request for Landlord's consent to an assignment or subletting until ▇▇▇▇▇▇ has paid to Landlord the amount of Landlord's estimate of the Processing Costs and all other direct and indirect costs and expenses of Landlord and its agents arising from the assignee or subtenant taking occupancy. 15.5 No assignment, sublease, pledge, mortgage, hypothecation or other transfer, nor any consent by Landlord to one or more assignment any of the foregoing, shall release Tenant from any of Tenant's obligations and liabilities under this Lease or alter the primary liability of Tenant to one pay rent and to perform all other obligations to be performed by Tenant hereunder (and Landlord may proceed directly against Tenant without the necessity of exhausting any remedies against such assignee, subtenant or more subletting of said Leased Premises successor), or shall not be deemed to be a waiver consent to any subsequent pledge, mortgage, hypothecation, assignment, sublease, or occupation or use by another person. Tenant hereby acknowledges and agrees, and any instrument by which an assignment or sublease is accomplished shall expressly provide: (a) that the assignee will perform and observe all the agreements, covenants and conditions to be performed and observed by Tenant under this Lease as and when performance and observance is due after the effective date of the requirement assignment and subtenant shall agree not to cause a default under the terms of this Lease, (b) that Landlord will have the right to enforce such agreements, covenants and conditions directly against such assignee or subtenant, (c) in the case of a sublease, the subtenant shall, at Landlord's election, attorn directly to Landlord in the event that this Lease is terminated for consent any reason, (d) in the case of Landlord to any future assignment an assignment, the assignee assumes all of Tenant's obligations under this Lease arising on or subletting. Notwithstanding anything contained herein after the date of the assignment, and (e) in the case of a sublease, the subtenant acknowledges that its sublease is subordinate to the contrary, Tenant shall not assign or sublease terms of this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any Lease. Any assignment or sublease without an instrument containing the mortgagee’s consent foregoing provisions shall be voidvoid and shall, at the option of Landlord, constitute a default under this Lease. No assignment or sublease other than a Permitted Transfer shall be valid and no assignee or subtenant shall take possession of the Premises or any part thereof until an executed duplicate original of such assignment or sublease (and any standard form of consent document required by Landlord) has been delivered to Landlord, together with the written consent to such assignment or sublease of any guarantor of Tenant's obligations hereunder, if any, and certificates evidencing that such subtenant or assignee is carrying all insurance coverage required under this Lease has been provided to Landlord. 15.6 If Landlord consents in writing, then as condition to and in consideration for such consent, all “excess rent” (as hereinafter defined) derived from such assignment or sublease shall be divided and paid fifty percent (50%) to Tenant and fifty percent (50%) to Landlord during each month of the sublease term. Landlord's share of such excess rent shall be computed monthly and shall be deemed to be, and shall be paid by Tenant to Landlord as, additional rent following ▇▇▇▇▇▇'s receipt thereof. Tenant shall pay Landlord's share of such excess rent to Landlord promptly after such excess rent is received by Tenant. As used in this section 15.6, “excess rent” shall mean the amount by which the total money and other economic consideration to be paid by the assignee or subtenant as a result of an assignment or sublease, whether denominated rent or otherwise, for any given month exceeds, in the aggregate, the total amount of rent which Tenant is obligated to pay to Landlord under this Lease for such month (prorated to reflect the rent allocable to the portion of the Premises subject to such assignment or sublease), less the reasonable costs paid by Tenant for brokers' commissions and attorneys' fees and rent concessions made and improvements costs incurred in connection with such sublease or assignment, which costs shall be amortized without interest over the term of such assignment or sublease. As a condition to Tenant recapturing its assignment or subletting costs as provided herein, Tenant shall provide to Landlord, within thirty (30) days of Landlord's execution of ▇▇▇▇▇▇▇▇'s consent to the assignment or subletting, a detailed accounting of such costs and reasonable supporting documents. 15.7 Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (a) treat such sublease as canceled and repossess the entire Premises by any lawful means, or (b) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall be in default beyond any applicable cure period under this Lease, Landlord is hereby irrevocably authorized, as ▇▇▇▇▇▇'s agent and attorney-in-fact, to direct any subtenant to make all payments under or in connection with a sublease directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such default is cured. Such subtenant shall rely on any representation by Landlord that ▇▇▇▇▇▇ is in default hereunder, without any need for confirmation thereof by ▇▇▇▇▇▇. 15.8 Notwithstanding anything to the contrary in section 15.1, 15.2, 15.3, 15.4, and 15.6 but subject to sections 15.5 and 15.7, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord's consent, to any partnership, corporation or other entity which controls, is controlled by, or is under common control with Tenant or Tenant's parent (control being defined for such purposes as ownership of at least 50% of the equity interests in, and a Memorandum of this Lease (but not the Lease itself) may be recorded in power to direct the appropriate public records. Notwithstanding management of, the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidatesrelevant entity), or to any partnership, corporation or other entity resulting from a purchaser merger or consolidation with Tenant or Tenant's parent, or to any person or entity which acquires all or substantially all the assets of Tenant as a going concern (including by means of a purchase of all or substantially all of the assets of Tenant if Tenant's stock) (1collectively, an “Affiliate”), provided that (i) Tenant gives Landlord receives at least ten (10) days' prior written notice of the name assignment or subletting, together with evidence that the requirements of this section 15.8 have been met (provided, however, if Tenant is prohibited by law from making such disclosure to Landlord, such notice may be provided within ten (10) business days following the closing), (ii) the Affiliate's net worth is not less than Tenant's net worth as of the date of this Lease or as of the date immediately prior to the assignment or subletting (or series of transactions of which the same is a part), whichever is greater, (iii) the Affiliate has proven experience in the operation of a first-class business of a type consistent with the use of the Building as a first-class Building, (iv) except in the case of an assignment where the assignor is dissolved as a matter of law following the series of transactions of which the assignment is a part (e.g. a merger) and where such assignor makes sufficient reserves for contingent liabilities (including its obligations under this Lease) as required by applicable law, the Affiliate remains an Affiliate for the duration of the subletting or the balance of the term in the event of an assignment, (v) the Affiliate assumes (in the event of an assignment) in writing all of Tenant's obligations under this Lease, and agrees (in the event of a sublease) that such subtenant will, at Landlord's election, attorn directly to Landlord in the event that this Lease is terminated for any reason, (vi) Landlord receives a fully executed copy of an assignment or sublease agreement between Tenant and the Affiliate, (vii) in the case of an assignment by means of a purchase of all or substantially all of Tenant's stock, the essential purpose of such assignee andassignment is to transfer an active, ongoing business with substantial assets in addition to this Lease, and in the case of an assignment (by any means), or a sublease, the transaction is for legitimate business purposes unrelated to this Lease and the transaction is not a subterfuge by Tenant to avoid it obligations under this Lease or the restrictions on assignment and subletting contained herein, and (viii) in the case of a sublease, the Affiliate executes and Tenant delivers to Landlord a fully executed counterpart of Landlord's waiver and acknowledgement form for an Affiliate sublease. Each of the transfers permitted by this Section 15.8 shall be a “Permitted Transfer”. In addition, a sale or transfer of the memberships, interests, shares, or stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Tenant and does not result in a change in the CEO or President of Tenant, (2) such sale or transfer occurs among those holding the assignee assumesmemberships, interests, shares or stock as of the date of this Lease and does not result in writing, all a change in the persons responsible for the day-to-day management of Tenant’s obligations under the Lease and, or (3) such assignment meets all of Tenant is, or in connection with the “factors” listed below in this Articleproposed transfer becomes, a publicly traded entity. Landlord and Tenant agree that any one of shall have no right to terminate the following factors, or any other reasonable factor, will be reasonable grounds for Landlord Lease in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.co

Assignment and Subletting. Tenant shall may not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof thereof, without the prior written consent of Landlord, which ; and any attempted assignment or subletting without such consent shall not be unreasonably withheldinvalid. In the event of any assignmenta permitted assignment or subletting, transfer (including transfers by operation Tenant shall nevertheless at all times remain fully responsible and liable for the payment of law or otherwise)rent and the performance and observance of all of Tenant's other obligations under the terms, hypothecation, mortgage conditions and covenants of this Lease. No assignment or subletting without of the Leased Premises or any part thereof shall be binding upon Landlord unless such written consentassignee or subTenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all of Tenant's obligations under this Lease. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate remedies provided by this Lease and/or or by law, may, at its option, collect directly from the assignee or subTenant all rent becoming due to re-enter and repossess Landlord by reason of the Leased Premises but Landlord’s rights to damages shall survive and Tenant assignment or subletting. Any collection by Landlord from the assignee or subTenant shall not be released construed to constitute a waiver or release of Tenant from any the further performance of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or the making of a new lease with such assignee or subTenant. Landlord may, in its sole discretion, refuse to one give its consent to any proposed assignment or more subletting of said for any reason, including, but not limited to Landlord's determination that its interest in the Lease or the Leased Premises shall not would be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease adversely affected by (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2i) the assignee assumesfinancial condition, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, creditworthiness or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business business reputation of the proposed sub-tenant/assignee must be or subTenant, (ii) the prevailing market or quoted rental rates for space in accordance with generally acceptable commercial standards. the Building or other comparable buildings or (ciii) Use the proposed use of the Leased Premises by by, or business of, the proposed sub-tenant/assignee must or subTenant. All reasonable costs incurred by Landlord in connection with any request for consent to a proposed assignment or sublease, including costs of investigation and attorneys' fees, shall be substantially similar to the use permitted paid by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation Tenant upon demand as a further condition of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premisesconsent which may be given.

Assignment and Subletting. Tenant shall not assign assign, transfer or transfer hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition to granting its consent to any subletting that requires Landlord's consent, Landlord may require that Tenant agrees to pay to Landlord, as additional rent, fifty (50%) percent of all rents received by Tenant from its subtenants in excess of the rent payable by Tenant to Landlord hereunder after Tenant first deducts its reasonable costs of subletting the Premises including the cost of brokerage commissions, if any, and the cost of tenant improvements made to the Premises at Tenant's expense, amortized over the term of this Lease. Tenant shall, by sixty (60) days written notice, advise Landlord of its intent to sublet the Premises or any portion thereof for any part of the term, and Tenant shall deliver to Landlord copies of the proposed assignment or sublease documents, financial statements of the proposed assignee or subtenant, and such other related documents as Landlord reasonably requests. Upon receipt of said notice as to any subletting requiring Landlord's consent, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant's notice on the date specified in Tenant's notice, for the commencement of the term of the sublease, except for any sublease of less than fifty (50%) percent of the Premises (unless said sublease results in a cumulative subleasing of more than fifty (50%) percent of the Premises), any sublease for a term of two (2) years or hypothecateless (except for a sublease which includes in its term any part of the last year of the Lease), mortgage or any sublease to Risk Management Solutions, Inc. which commences effective January 1, 2001. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro-rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the Leased Premises whole or any part thereof without of the Premises, with the prior written consent of Landlord, which no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the premises, without also having obtained the prior written consent of Landlord. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall not be unreasonably withheldvoid and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. In the event of The leasehold estate under this Lease shall not, nor shall any assignmentinterest therein, transfer (including transfers be assignable for any purpose by operation of law or otherwise), hypothecation, mortgage or subletting without such the written consent of Landlord. As a condition to its consent, in addition to any other right or remedy Landlord may have require Tenant to pay all reasonable expenses (not to exceed two thousand ($2,000.00) dollars) in connection with the assignment, and Landlord may require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under the provisions of this Lease. Notwithstanding anything to the contrary contained herein, with notice to Landlord and delivery of relevant documents, but without the necessity of Landlord's consent, Tenant shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the aboveconnection with any merger, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate consolidation or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser sale of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of Tenant; and to assign this Lease or sublet the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, Premises or any part thereof to any corporation or other reasonable factorentity which controls, will be reasonable grounds for Landlord in determining whether to consent to is controlled by or is under common control with Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall will not assign or transfer this Lease or hypothecateassign, transfer, mortgage or sublet encumber its interest in this Lease, nor sublet, rent, nor permit occupancy or use of the Leased Premises Premises, or any part thereof by any third party, nor shall any assignment or transfer of this Lease be effectuated by operation of law or otherwise, without in each such case obtaining the prior written consent of Landlord, which . Landlord’s consent shall will not be unreasonably withheld. In Tenant shall seek such consent of Landlord by a written request, setting forth such information as Landlord may deem necessary. The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from the event terms of any assignment, transfer (including transfers by operation of law covenant or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have obligation under the provisions of this Lease, Landlord nor shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released collection or acceptance of rent from any transferee under an assignment constitute an acceptance of its obligations under the assignment or a waiver or release of Tenant from any covenant or obligation contained in this Lease. Consent by Landlord , nor shall any assignment be construed to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of relieve Tenant from the requirement for of obtaining the consent in writing of Landlord to of any future further assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any No assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum or other transfer of this Lease (but not shall be effective unless the Lease itself) may be recorded assignee, sub-lessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing, all of the appropriate public records. Notwithstanding the aboveterms, Landlord’s prior written consent shall not be required for an assignment covenants and conditions of this Lease to a subsidiarybe performed by Tenant. A merger, affiliate consolidation or parent corporation sale of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if shall not constitute an assignment hereunder. Whether or not Landlord has consented to an assignment or sublease, Tenant shall pay directly to Landlord the amount by which the rent or other payments received by Tenant pursuant to such assignment or sublease exceeds, in any month, the base rent and additional rent payable by Tenant to Landlord hereunder (1excluding Tenants reletting expenses). Should the Tenant improve its space (at its own expense) which is then assigned or subleased to a third party at a rental rate higher than Tenant gives is paying Landlord prior written notice under this lease or any future lease or extension of this lease, Tenant shall have the name of any such assignee and, right to keep the difference between rent it pays to Landlord and rent it collects from the third party until tenants expense for improvements are amortized. Tenant shall be allowed to add interest at prime rate plus two (2) percent to its cost of improvements on behalf of such third party. Interest rate shall be prime rate plus 2% (two percent) set on the assignee assumes, in writing, all date of Tenant’s obligations under the Lease and, (3) such assignment meets all first day of the “factors” listed below in this Article. Landlord and Tenant agree that any one construction of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasesaid improvements. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Tenant shall not assign have the right to assign, sublet, transfer or transfer encumber this Lease or hypothecatelease, mortgage or sublet the Leased Premises or any part thereof interest therein, without the prior written consent of Landlord. Any attempted assignment, which consent subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall not be unreasonably withheldvoid. In the event All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (including transfers by operation of law or otherwiseall such assignees, sublessees and transferees being hereinafter referred to as "successors"), hypothecationby assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, mortgage subletting or subletting without such written consentother transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, if the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other right remedies herein provided, as provided by law, may at its option collect directly from such assignee or remedy Landlord may have subtenant all rents becoming due to Tenant under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be void. Landlord may assign this Lease and construed to constitute a Memorandum novation or a release of this Lease (but not Tenant from the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation further performance of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s 's obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasehereunder. (b) Business reputation If this lease is assigned to any person or entity pursuant to the provisions of the proposed sub-tenant/assignee must Bankruptcy Code 11 U.S.C. 101 et seq., (The "Bankruptcy Code"), any and all monies or other considerations payable or otherwise to be delivered in accordance connection with generally acceptable commercial standardssuch assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to landlord shall be held in trust for the benefit of the Landlord and be promptly paid or delivered to Landlord. (c) Use Any person or entity to which this lease is assigned pursuant to the provisions of the Premises by the proposed sub-tenant/assignee must Bankruptcy Code, shall be substantially similar deemed, without further act or deed, to the use permitted by this Lease. (d) Use have assumed all of the Premises by obligations arising under this lease on and after the proposed sub-tenant/date of such assignment. Any such assignee will not tend shall upon demand execute and deliver to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the PremisesLandlord an instrument confirming such assumption.

Assignment and Subletting. Tenant shall not sublet the Premises or the interest of Tenant therein in whole or in part, or assign or transfer this Lease or hypothecatethe interest of Tenant therein in whole or in part, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. Further, Tenant may not sell, lien, or encumber its interest in this Lease, or assign or delegate the management or permit the use or occupancy of the Premises in whole or in part by anyone other than Tenant without the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion. Landlord and Tenant acknowledge and agree that the foregoing provisions have been freely negotiated by the parties hereto and that Landlord would not have entered into this Lease without Tenant’s consent to the terms of this Paragraph 9. In the no event of any assignment, transfer (including transfers shall this Lease be assignable by operation of law or otherwise)any law, hypothecation, mortgage or subletting without such the prior written consent, in addition to any other right or remedy consent of Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant which consent shall not be released from unreasonably withheld, and Tenant’s rights hereunder may not become, and shall not be listed by Tenant as an asset under any of its obligations under this Leasebankruptcy, insolvency, or reorganization proceedings. Consent No assignment, transfer, mortgage, sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to one any assignee or more subtenant, shall in any way impair the continuing primary liability (which after an assignment shall be joint and several with the assignee) of this Lease or to one or more subletting of said Leased Premises Tenant hereunder, and no approval in a particular instance shall not be deemed to be a waiver of the requirement obligation to obtain Landlord’s approval in any other case. If for consent any approved assignment or sublease Tenant receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the base rent hereunder, or in case of a sublease of part of the Premises, in excess of the portion of such rent fairly allocable to such part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, Tenant shall pay to Landlord as additional rent one-half of the full excess of each such payment of rent or other consideration received by Tenant promptly after its receipt. Notwithstanding the foregoing, if Tenant shall offer any sublease or assignment of space in the Premises for less than the current asking price of Landlord for space comparable in size and usage by Landlord to any future assignment a prospective tenant in an arms length transaction at the current fair market value for such space (which asking price Landlord shall provide to Tenant upon request made therefor), then Landlord shall be entitled to receive all of the full excess of each such payment of rent or sublettingother consideration received by Tenant promptly after its receipt. Notwithstanding anything contained herein any provision of this Lease to the contrary, should Tenant receive consent from Landlord to sublease or assign its interest in the Premises and seek to sublease or assign its interest in the Premises in accordance with this paragraph, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of use the name of Landlord, any such assignee and, (2) the assignee assumes, in writing, all insignia of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factorsLandlord, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength likeness of the proposed sub-tenant/assignee must be at least equal to that Building in any of the existing Tenant at the time of execution of this Leaseits advertising for such sublease or assignment. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Without Landlord's prior written consent, which shall not be unreasonably withheld pursuant to the standards set forth on Addendum G attached hereto, Tenant shall not assign or transfer this Lease or hypothecate, mortgage or sublet sublease the Leased Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or sublettingsublease. Notwithstanding anything contained else herein to the contrary, Tenant shall not may assign or sublease this Lease without the prior written approval of any Landlord mortgagee first obtaining Landlord's consent up to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded approximately 22,000 square feet in the appropriate public records. Notwithstanding Building and up to approximately 22,000 square feet in Building 4 (as defined in Section 39 hereof) provided that the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate assignee or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all sublessee will use their portion of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any premises in such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any a manner as other reasonable factor, will be reasonable grounds for buildings owned by Landlord in determining whether to consent to Tenant’s request to assign San Antonio or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant Austin are being used at the time of execution the proposed sublease or assignment. The actual square footage amounts of preapproved sublets and assignments shall be based on final configurations for the Building and Building 4. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease. , then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration (bafter deducting its reasonable costs and expenses associated with each sublease or assignment, including leasing commissions, and after further deducting all tenant improvement costs associated with such sublease or assignment, including leasing commissions, and after further deducting all tenant improvement costs and expenses associated with such sublease or assignment, as well as real estate taxes, insurance and Operating Expenses paid by Tenant on account of such space during the term of such sublease or assignment) Business reputation of the proposed sub-tenant/assignee must within 10 days following receipt thereof by Tenant. If this Lease be in accordance with generally acceptable commercial standards. (c) Use of assigned or if the Premises be subleased (whether in whole or in part) or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the proposed sub-tenant/assignee must be substantially similar assignee, sublessee, or other occupant and, except to the use permitted extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by this LeaseTenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Provided no Event of Default (as hereinafter defined) has occurred and is continuing under this Lease, upon 10 days’ prior written notice to Landlord, Tenant shall may assign this Lease or sublet (or grant a concession or license to use and occupy) all or any part of the Premises: (i) to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”); or (ii) to an entity into which Tenant is merged or consolidated, or to an entity to which substantially all of Tenant’s assets are transferred, provided (x) such merger, consolidation, or transfer of assets is for a legitimate business purpose and not principally for the purpose of transferring Tenant’s leasehold estate, and (y) the assignee or successor entity has a tangible net worth (as defined below) that is equal to or greater than that of Tenant on the Effective Date, all without Landlord’s prior written consent. Except as provided in the preceding sentence, Tenant may not assign or transfer this Lease sublet all or hypothecateany portion of the Premises, nor may Tenant mortgage or sublet the Leased Premises or any part thereof pledge its leasehold interest under this Lease, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. In no event shall any assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder except with respect to an assignment if such release is expressly approved by Landlord, in writing and in Landlord’s sole, but good faith, discretion; and in the case of any assignment, Landlord shall retain all rights with respect to the Security. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall be absolutely null and void. No assignment of this Lease shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Landlord pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the event of any assignmenttermination of this Lease. If this Lease is assigned, transfer or if the Premises (including transfers or any part thereof) are sublet or used or occupied by operation of law anyone other than Tenant, whether or otherwise), hypothecation, mortgage or subletting without such written consent, not in addition to any other right or remedy Landlord may have under the provisions violation of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any or Agent may (without prejudice to, or waiver of its obligations rights), collect Rent from the assignee, subtenant or occupant. With respect to the allocable portion of the Premises sublet, in the event that the total rent and any other considerations received under any sublease by Tenant (after deduction of normal and customary expenses incurred solely and directly in connection with such sublease) is greater than (on a pro rata and proportionate basis) the total Rent required to be paid, from time to time, under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any pay to Landlord mortgagee to the extent such written consent is required fifty percent (50%) of such mortgagee excess as received from any subtenant and any assignment or sublease without the mortgagee’s consent such amount shall be voiddeemed a component of the Additional Rent. Landlord may assign this Lease and a Memorandum For purposes of this Lease (but not Section 8, tangible net worth shall mean the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all net worth of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee andentity in question, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be as determined in accordance with generally acceptable commercial standards. accepted accounting principles (c“GAAP”) Use of minus the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation value of any laws, ordinances or regulations; and of such entity’s intangible assets (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premisesas determined in accordance with GAAP).

Assignment and Subletting. Tenant shall not assign assign, mortgage, pledge, or transfer encumber this Lease Lease, or hypothecate, mortgage permit all or sublet any part of the Leased Premises or any part thereof to be subleased without the prior written consent of Landlord and Landlord's mortgagee, if any, which consent shall not be unreasonably withheldwithheld or delayed. In the event Any transfer of any assignmentthis Lease by merger, transfer (including transfers consolidation, reorganization or liquidation of Tenant, or by operation of law law, or otherwise)change in ownership of or power to vote the majority of the outstanding voting stock of a corporate Tenant, hypothecationor by change in ownership of a controlling partnership interest in a partnership Tenant, mortgage shall constitute an assignment for the purposes of this paragraph. However, a public offering or subletting without such written debt restructuring which may result in a change of control but not a substantial diminution of the financial strength of Tenant, or an acquisition, consolidation or merger in which Tenant is the surviving entity shall not constitute an assignment requiring Landlord's consent, in addition to provided Landlord is notified within 20 days of such transaction and is given any other right or remedy Landlord financial information as may have under be reasonably required by Landlord. Notwithstanding the provisions of this Leaseforegoing, Landlord Tenant shall have the right to terminate this Lease and/or to re-enter and repossess assign or sublease part or all of the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its subsidiaries, affiliates or any parent liable on its obligations under this Lease. Consent as set forth herein; (ii) any such assignee or sublessee shall assume and be bound by Landlord all covenants and obligations of Tenant herewith; (iii) the proposed assignee or sublessee or sublessee is, in Landlord's good faith judgment, compatible with other tenants in the Building and seeks to one or more assignment of this Lease or to one or more subletting of said use the Leased Premises only for the Permitted Purpose and for a use that is not prohibited under the terms of a lease with another tenant in the Building; and (iv) such use would not result in a material change in the number of personnel working in, or members of the general public visiting, the Leased Premises. In addition to other reasonable bases, Tenant hereby agrees that Landlord shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contraryreasonable in withholding its consent, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent if: (a) such written consent is required of such mortgagee and any proposed assignment or sublease without is for less than the mortgagee’s consent shall be void. whole of the Leased Premises or is for a term less than the whole of the remaining Lease Term; or (b) such proposed assignment or sublease is to any party who is then a tenant of the Building or the Project if Landlord may assign this Lease has comparable area; or (c) Tenant is in default under any of the terms, covenants, conditions, provisions and a Memorandum agreements of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution request for consent or on the effective date of such subletting or assignment; or (d) the proposed subtenant or assignee is, in Landlord's good faith judgment, incompatible with other tenants in the Building, or seeks to use any portion of the Leased Premises for a use not consistent with other uses in the Building, or is financially incapable of assuming the obligations of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use the proposed assignee of sublessee or its business is subject to compliance with additional requirements of the Premises by law (including related regulation) commonly known as the "Americans with Disabilities Act" beyond those requirements which are applicable to the Tenant, unless the proposed subassignee or sublessee shall: (i) first consent thereto, and (ii) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-tenant/free completion of such improvements. Tenant shall submit to Landlord the name of a proposed assignee will not violate any other agreements affecting or subtenant, the Premises.terms of the proposed

Assignment and Subletting. Landlord shall have the right to transfer and assign, in whole or in part its rights and obligations in the building and property that are the subject of this Lease. Tenant shall not assign or transfer this Lease or hypothecate, mortgage sublet all or sublet any part of the Leased Premises or any part thereof without the prior written consent of the Landlord, which consent shall not be unreasonably withheld. In the event of any assignmentassignment or subletting, transfer (including transfers by operation Tenant shall nevertheless at all times, remain fully responsible and liable for the payment of law the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. If all or otherwise)any part of the Leased Premises are then assigned or sublet, hypothecation, mortgage or subletting without such written consentLandlord, in addition to any other right remedies provided by this Lease or remedy Landlord provided by law, may have under at its option, collect directly from the provisions assignee or subtenant all rents becoming due to Tenant by reason of this Leasethe assignment or sublease, and Landlord shall have the right to terminate this Lease and/or to re-enter and repossess a security interest in all properties on the Leased Premises but Landlord’s rights to damages shall survive and Tenant secure payment of such sums. Any collection directly by Landlord from the assignee or subtenant shall not be released construed to constitute a novation or a release of Tenant from any the further performance of its obligations under this Lease. Consent In the event that Tenant sublets the Leased Premises or any part thereof, or assigns this Lease and at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord, Tenant shall pay to Landlord 100% of the gross excess in such rent as such rent is received by Landlord to one or more Tenant and 100% of any other consideration received by Tenant from such subtenant in connection with such sublease or, in the case of any assignment of this Lease or to one or more subletting of said Leased Premises by ▇▇▇▇▇▇, Landlord shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval receive 100% of any Landlord mortgagee consideration paid to the extent Tenant by such written consent is required of assignee in connection with such mortgagee and any assignment. In addition, should ▇▇▇▇▇▇▇▇ agree to an assignment or sublease without agreement, Tenant will pay to Landlord on demand the mortgagee’s consent shall be void. sum of $500.00 to partially reimburse Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded for its costs, including reasonable attorneys' fees, incurred in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) connection with processing such assignment meets all of the “factors” listed below in this Articleor subletting request. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.INSOLVENCY OF TENANT

Assignment and Subletting. Tenant shall not assign or transfer this Lease or hypothecateassign, pledge, mortgage or otherwise transfer or encumber this Lease, nor sublet all or any part of the Leased Premises or any part thereof permit the same to be occupied or used by anyone other than Tenant or its employees without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheldwithheld or delayed. In It will not be unreasonable for Landlord to withhold its consent if Landlord is acting in its best interests and not with the event express intent of interfering with Tenant's proposed assignment or Sublease, and if the reputation, financial responsibility, or business of a proposed assignee or subtenant is unsatisfactory to Landlord, or if Landlord deems such business to not be consonant with that of other tenants in the Building, or if the intended use by the proposed assignee or subtenant conflicts with any assignment, transfer (including transfers commitment made by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition Landlord to any other tenant in the Building, or if the proposed rental rate is lower than the then current rate at which similar space in the Building is being offered by Landlord, or if the proposed subletting is to a prospective subtenant for less than fifty percent (50%) of the Leased Premises. Notwithstanding the foregoing, Tenant may assign or sublet the Leased Premises without Landlord's consent to a corporation which is a parent or subsidiary of Tenant or is affiliated with Tenant in a common group of corporations provided no such assignment or subletting shall relieve Tenant of its obligations and liabilities hereunder. Tenant's request for consent shall be in writing and contain the name, address, and description of the business of the proposed assignee or subtenant, its most recent financial statement and the other evidence of financial responsibility, its intended use of the Leased Premises, and the terms and conditions of the proposed assignment or subletting. Within thirty (30) days from receipt of such request, Landlord shall either: (a) grant or refuse consent; or (b) elect to require Tenant (i) to execute an assignment of lease or sublease of Tenant's interest hereunder to Landlord or its designee upon the same terms and conditions as are contained herein, together with an assignment of Tenant's interest as sublessor in any such proposed sublease, or (ii) if the request is for consent to a proposed assignment of this Lease, to terminate this Lease and the term hereof effective as of the last day of the third month following the month in which the request was received. Each assignee hereunder shall assume and be deemed to have assumed this Lease and -shall be and remain liable jointly and severally with Tenant for all payments and for the due performance of all terms, covenants, conditions and provisions herein contained on Tenant's part to be observed and performed. No assignment shall be binding upon Landlord unless the assignee shall deliver to Landlord an instrument in recordable form containing a covenant of assumption by the assignee, but the failure or refusal of assignee to execute the same shall not release assignee from its Habifity as set forth herein. All the foregoing notwithstanding, Tenant shall not enter into any lease, sublease, license, concession or other agreement for the use, occupancy or utilization of the Leased Premises or any portion thereof, which provides. for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales). Any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance or any right or remedy interest in the possession, use or occupancy of any part of the Leased Premises. Any consent by Landlord may have under hereunder shall not constitute a waiver of strict future compliance by Tenant of the provisions of this LeaseSection 26 or a release of Tenant from the full performance by Tenant of any of the terms, Landlord shall have the right to terminate covenants, provisions, or conditions in this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leasecontained. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. This Lease shall bind and inure to the benefit of the parties, their respective heirs, successors, and assigns, provided that Tenant shall not assign or transfer its interest under this Lease or hypothecatesublet all or any portion of the Premises without first obtaining Landlord's consent in writing; provided Tenant shall have the right, mortgage without Landlord's consent, to assign this Lease or sublet the Leased Premises all or any part thereof without of the prior written consent Premises to parent, subsidiary or affiliate of Landlord, which consent shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law Tenant or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right person, firm or remedy Landlord may have corporation which shall be controlled by, under the provisions of this Leasecontrol of, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations or under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of common control with Tenant, a or any corporation into which Tenant merges may be merged or consolidates, consolidated or to a purchaser of which purchases all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice Tenant, as long as the net worth of the name purchaser or assignee is no less than that of Tenant. Any transfer in violation of this requirement shall be null and void as to the Landlord. This provision shall apply to all transfers by operation of law including but not limited to mergers and changes in control of Tenant. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any such further assignment or subletting. Landlord shall not unreasonably withhold its consent to any assignment, or to subletting provided (i) the subrental rate or effective rental paid by the subtenant or assignee andis not less than eighty percent (80%) of the current scheduled rental rate of the Building for comparable space, (2ii) the proposed subtenant or assignee assumesis compatible with Landlord's normal standards for the Building, in writingand (iii) Landlord shall have received any information concerning the financial condition of the proposed subtenant or assignee which Landlord reasonably requests and Landlord shall have reasonably approved the same. If Tenant proposes a subletting or assignment to which Landlord is required to consent under this paragraph, all Landlord shall have the option of Tenant’s obligations under terminating the Lease and, (3) such assignment meets all of and dealing directly with the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factorsproposed subtenant or assignee, or any other reasonable factorthird party. If an assignment or subletting is permitted, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign any cash profit, or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation net value of any lawsother consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant; provided, ordinances or regulations; and (e) Use of the Premises any money received by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.Tenant for equipment,

Assignment and Subletting. a. Tenant shall not assign not, whether by operation of law or transfer otherwise, assign, transfer, hypothecate or otherwise encumber this Lease or hypothecate, mortgage or any interest herein and shall not sublet the Leased Premises or any part portion thereof (each, a “Transfer”) without obtaining in each instance Landlord’s prior written consent, which consent Landlord shall not unreasonably withhold or delay; provided, however, in no event shall Landlord’s consent be considered unreasonably withheld if consent is denied because (i) the proposed transferee is currently a tenant in the Building and Landlord has other space in the Building available for Lease, (ii) the proposed transferee is a party with which Landlord has negotiated a lease in the Building within the six (6) month period prior to Tenant’s written request for such proposed transfer and Landlord has other space in the Building available for Lease, (iii) the financial status and/or creditworthiness of the proposed transferee does not meet the same criteria Landlord uses to select comparable Building tenants as determined in Landlord’s commercially reasonable judgment, or (iv) the proposed transferee or its use is inconsistent with the class of the Building and the other then-current tenants of the Building, as reasonably determined by Landlord. Any such Transfer without Landlord’s prior written consent shall be void and shall, at Landlord’s option, constitute a default under this Lease. No acceptance by Landlord of any rent or any other sum of money from any transferee shall release Tenant from any of its obligations hereunder or be deemed to constitute Landlord’s consent to any Transfer or hypothecation. In any event, with respect to any Transfer, unless otherwise agreed by Landlord in writing or otherwise expressly set forth herein, Tenant shall remain primarily liable on this Lease for the entire Term hereof and shall in no way be released from the full and complete performance of all the terms, conditions, covenants, and agreements contained herein and as a result of such continuing liability, Tenant covenants and agrees that it shall not wind-up, dissolve, or otherwise cease operating for business and/or liquidate, distribute, or otherwise dispose of its assets at any time during the Term in any manner would render Tenant unable to full perform the ongoing obligations and liability under this Section 22(a) and this Lease. b. If Tenant should desire to effect a Transfer, Tenant shall give Landlord prior written notice, which notice shall specify and/or include: (i) the name and business of the proposed transferee, (ii) the amount and location of the portion of the Premises affected (which may be the entirety of the Premises), (iii) the proposed effective date and duration of the Transfer, (iv) the proposed rental and/or other consideration to be paid to Tenant by such transferee, and (v) evidence of such proposed transferee’s net worth, experience, and finances. Landlord shall then have a period of fifteen (15) business days following receipt of such notice within which to notify Tenant in writing that Landlord elects (A) to terminate this Lease as to the space so affected as of the date so specified by Tenant for the Transfer, in which event Tenant will on that date be relieved of all further obligations to pay Rent hereunder as to such space provided that Tenant vacates such space on or before such Transfer date, (B) to permit the Transfer, subject to Landlord’s approval of the Transfer documentation, in which event if the rental and other consideration specified in the notice is greater than the Base Rental as adjusted under this Lease applicable to the space affected, then fifty percent (50%) of such excess rental and/or other consideration shall be deemed Additional Rent owed by Tenant to Landlord under this Lease, and the amount of such excess shall be paid by Tenant to Landlord in the same manner that Tenant pays the Base Rental hereunder and in addition thereto (except that as to any lump sum payment or consideration received by Tenant, Tenant shall remit payment of Landlord’s fifty percent (50%) share thereof within ten (10) business days following Tenant’s receipt of same), or (C) to withhold consent to the proposed Transfer and to continue this Lease in full force and effect as to the entire Premises. If Landlord should fail to notify Tenant in writing of such election within said fifteen (15) business day period, Landlord shall be deemed to have elected option (C) above. Tenant agrees to reimburse Landlord up to an amount of $1,000.00 for Landlord’s actual and reasonable attorneys’ fees and costs incurred in connection with the processing and documentation of each Transfer request made pursuant to this Section. Notwithstanding the giving by Landlord of its consent to any Transfer, no such transferee may exercise any expansion option, right of first refusal option, right of first offer option, early termination right, or extension option under this Lease except in accordance with a separate written agreement entered into directly between such transferee and Landlord, should Landlord so agree (it being understood that Landlord is under no obligation to enter into any such separate agreement, and, absent Landlord’s written agreement to the contrary, all such aforementioned rights of Tenant shall be extinguished. If Landlord terminates the Lease pursuant to (A) above, within ten (10) days after receipt of such termination notice, Tenant may elect to withdraw its request for consent to such Transfer and thereby negate Landlord’s termination notice, in which event this Lease with Tenant shall remain in full force and effect as if no request for Transfer was made. c. The sale or transfer of Tenant’s voting stock (if a corporation) or a partnership interest (if a partnership) or member interest (if a limited liability company) in Tenant resulting in the transfer of control or a majority of ownership, or the occupancy of the Premises by any successor entity of Tenant or by any entity into which or with which Tenant may become merged or consolidated shall be deemed a Transfer of this Lease requiring the prior written consent of Landlord; provided, which consent however, so long as Tenant is not then in default hereunder, Tenant shall not be unreasonably withheld. required to obtain Landlord’s consent to an assignment of this in its entirety to an affiliate of Tenant, where an affiliate is defined to be any corporation, partnership, company, person, or other legally cognizable entity that is controlling, controlled by, or under common control with Tenant where “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities or rights, by contract, or otherwise. d. In the event of any permitted Transfer or permitted assignment under Section 22(c), Tenant shall (i) within five (5) business days following such Transfer or assignment, transfer as the case may be, deliver to Landlord evidence of such Transfer or assignment to an affiliate and the assumption by such transferee or affiliate of the obligations hereunder, an (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition ii) remain liable to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter for all payment and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its performance obligations under this Lease. Consent by Landlord to one Lease throughout the Term except if such approved transferee or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be permitted assignee has a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant tangible net worth at the time of execution of this Lease. (b) Business reputation such Transfer or assignment, as the case may be, equal to or greater than Tenant’s tangible net worth as of the proposed sub-tenant/assignee must be Effective Date, as determined in accordance with generally acceptable commercial standardsconstant dollars. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. 17.1 Except as otherwise set forth herein, Tenant shall not assign assign, mortgage, pledge, hypothecate or transfer encumber this Lease nor the leasehold estate hereby created or hypothecateany interest herein, mortgage or sublet the Leased Premises or any part thereof portion thereof, or license the use of all or any portion of the Premises without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. Provided, however, that Tenant shall have the right, upon giving notice to Landlord, to assign this Lease to any successor-in-interest to the Golf Facilities and, upon such assignment Tenant shall be relieved from any further obligation under this Lease except as otherwise expressly provided herein. The restriction or limitation on use of the Premises shall continue to apply to any subtenant or assignee hereunder. Any consent by Landlord to any act requiring consent pursuant to this Section 17.1 shall not constitute a waiver of the necessity for such consent to any subsequent act. Tenant shall pay all reasonable costs, expenses and reasonable attorneys' fees that may be unreasonably withheld. In the event incurred or paid by Landlord in processing, documenting or administering any request of any assignment, transfer (including transfers by operation of law Tenant for Landlord's consent required pursuant to this Section 17.1. 17.2 Landlord may reasonably require that each proposed assignee or otherwise), hypothecation, mortgage or subletting without such written consentsublessee agree, in addition a written agreement satisfactory to any other right or remedy Landlord may have under Landlord, to assume and abide by all the terms and provisions of this Lease, including those which govern the permitted uses of the Premises. 17.3 In the absence of an express agreement in writing to the contrary executed by Landlord, no assignment, mortgage, pledge, hypothecation, encumbrance, subletting or license hereof or hereunder shall act as a release of Tenant from any of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed. 17.4 Notwithstanding anything to the contrary contained herein, Tenant may encumber Tenant's leasehold estate under this Lease to secure financing of any indebtedness or any obligations of Tenant or any Affiliate of Tenant, in such amount and on such terms as Tenant may determine appropriate in its discretion, and Landlord hereby agrees to effect such amendments and modifications of this Lease as may be required by the obligee of such indebtedness or obligations to make this Lease "financeable" and to execute and deliver to such obligee such documents and instruments as such obligee may require in connection therewith; provided, however, that Landlord shall have no obligation to agree to any amendments or modifications or to execute any documents or instruments that require Landlord to subordinate its fee interest to the right to terminate lien of any such encumbrance or extend the term of this Lease and/or to re-enter and repossess the Leased Premises but Lease, or materially decrease Tenant's obligations or materially increase Landlord’s rights to damages shall survive and Tenant shall not be released from any of its 's obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Landlord shall have the right to transfer and assign, in whole or in part its rights and obligations in the building and property that are the subject of this Lease. Tenant shall not assign or transfer this Lease or hypothecate, mortgage sublet all or sublet any part of the Leased Premises or any part thereof without the prior written consent of the Landlord, which consent shall not be unreasonably withheld. In the event of any assignmentassignment or subletting, transfer (including transfers by operation Tenant shall nevertheless at all times, remain fully responsible and liable for the payment of law the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. If all or otherwise)any part of the Leased Premises are then assigned or sublet, hypothecation, mortgage or subletting without such written consentLandlord, in addition to any other right remedies provided by this Lease or remedy Landlord provided by law, may have under at its option, collect directly from the provisions assignee or subtenant all rents becoming due to Tenant by reason of this Leasethe assignment or sublease, and Landlord shall have the right to terminate this Lease and/or to re-enter and repossess a security interest in all properties on the Leased Premises but Landlord’s rights to damages shall survive and Tenant secure payment of such sums. Any collection directly by Landlord from the assignee or subtenant shall not be released construed to constitute a novation or a release of Tenant from any the further performance of its obligations under this Lease. Consent In the event that Tenant sublets the Leased Premises or any part thereof, or assigns this Lease and at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord, Tenant shall pay to Landlord 50% of the gross excess in such rent as such rent is received by Landlord to one or more Tenant and 50% of any other consideration received by Tenant from such subtenant in connection with such sublease or, in the case of any assignment of this Lease or to one or more subletting of said Leased Premises by ▇▇▇▇▇▇, Landlord shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval receive 50% of any Landlord mortgagee consideration paid to the extent Tenant by such written consent is required of assignee in connection with such mortgagee and any assignment. In addition, should ▇▇▇▇▇▇▇▇ agree to an assignment or sublease without agreement, Tenant will pay to Landlord on demand the mortgagee’s consent shall be void. sum of $500.00 to partially reimburse Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded for its costs, including reasonable attorneys' fees, incurred in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) connection with processing such assignment meets all of the “factors” listed below in this Articleor subletting request. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.INSOLVENCY OF TENANT

Assignment and Subletting. Tenant shall not assign this Lease, or transfer any interest therein (including, but not limited to encumbering this Lease or hypothecateLease), mortgage or and shall not sublet the Leased Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or permit any other person (the agents and servants of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall may be withheld if in Landlord’s sole opinion and discretion, the proposed subtenant or assignee does not have the necessary experience or financial resources to successfully operate the business, or if there is any proposed change in the use for which the Premises have been leased. Landlord may condition its consent on the requirement that any rent to be unreasonably withheldreceived from the proposed assignee or subtenant in excess of the rent herein provided for will be paid to Landlord. In the event of a sublease of a portion of the Premises, the rent payable hereunder shall be prorated to the area sublet. In the event Tenant desires to assign this Lease or to sublet the demised premises or any assignmentportion thereof, transfer (including transfers by operation Tenant shall submit to Landlord a request for permission to assign or sublease, setting forth the proposed effective date; the name, address and telephone number of law the proposed subtenant or otherwise), hypothecation, mortgage assignee; the nature of the proposed subtenant’s or subletting without assignee’s business to be conducted in the demised premises; a current financial statement of the proposed subtenant or assignee; and such written consent, in addition to any other right or remedy information as Landlord may have under reasonably request. Each request by Tenant for permission to assign or sublease shall be accompanied by a One Hundred Fifty ($150.00) Dollar payment to Landlord as compensation for the provisions cost of processing such request. Landlord’s approval shall be evidenced only by its written approval and in the case of an assignment of this Lease, the assignment shall be binding on Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but only if executed on Landlord’s rights to damages form. No assignment or subletting shall survive relieve Tenant from its liability hereunder and Tenant shall not be released from performing any of its the terms, covenants and conditions of this Lease. Each assignee or transferee shall assume all of Tenant’s obligations under this Lease and shall be jointly and severably liable for the payment of the rent, and for the performance of all of the terms and conditions of this Lease. Tenant waives notice of any default of any assignee or sublessee and agrees that Landlord may, at its option, proceed against Tenant without having taken action against or joined such assignee or sublessee, except that Tenant shall have the benefit of any indulgences, waivers and extensions of time granted to any such assignee or sublessee. Consent by Landlord to one assignment, subletting, occupation or more assignment of this Lease or to one or more subletting of said Leased Premises use by another person shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment subsequent assignment, subletting, occupation or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Leaseuse by another person. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign assign, let or transfer sublet this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlordthereof, which consent shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers either by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to permit any other right party to occupy all or remedy Landlord may have under any part of the provisions Premises without first obtaining written consent of this Lease, Landlord. This Lease shall not be assignable by operation of law. Landlord shall have not unreasonably withhold approval of the proposed assignee whose credit worthiness is comparable to that of Tenant. Landlord shall not unreasonably withhold approval of the proposed assignee whose credit worthiness is comparable to that of Tenant. Landlord reserves the right to terminate this Lease and/or recapture the Premises, or applicable portion thereof, in lieu of giving its consent by notice given to re-enter and repossess the Leased Premises but LandlordTenant within twenty (20) days after receipt of Tenant’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement written request for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein Such recapture shall terminate this Lease as to the contrary, Tenant shall not assign or sublease this Lease without applicable space effective on the prior written approval prospective date of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent subletting, which shall be void. Landlord may assign this Lease the last day of a calendar month and a Memorandum of this Lease not earlier than sixty (but not the Lease itself60) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all days after receipt of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease andrequest. If Landlord elects not to recapture and thereafter gives its consent, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that Landlord may charge Tenant a reasonable sum, not to exceed $500.00, to reimburse Landlord for legal and administrative costs incurred in accommodating this Assignment and/or Subletting. Tenant and Landlord to share equally in any one rental and other proceeds paid to Tenant in excess of the following factors, or any other reasonable factor, will rent to be reasonable grounds for paid to Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of under the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution terms of this Lease. (b) Business reputation . If Tenant is a corporation, and transfer of this Lease from Tenant by merger, consolidation or liquidation or any change in the ownership, or power to vote the majority of the proposed sub-tenant/assignee must outstanding voting stock of Tenant, said transfer shall constitute an assignment for the purposes of this section. If Tenant is a partnership, any other change in the individuals or entities of which the partnership is composed shall constitute an assignment for purposes of this section. Subject to the provisions above, this Lease shall be in accordance with generally acceptable commercial standards. (c) Use binding upon and inure to the benefit of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Leaseparties, and successors and assigns. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Except in the case of a Permitted Transfer, Tenant shall not assign or transfer this Lease or hypothecatenot, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In , conditioned or delayed, otherwise assign, pledge, mortgage or otherwise transfer or encumber this Lease or sublet any part or all of the event Premises and shall not permit any use of any assignmentpart of the Premises by any other party, or any transfer (including transfers of its interest in the Premises by operation of law or otherwise)(collectively, hypothecation, mortgage or subletting a “Transfer”) without such obtaining Landlord’s prior written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but . Without waiving Landlord’s rights right hereunder to damages shall survive and Tenant shall not be released from any declare a default in the event of its obligations under this Lease. Consent by Landlord to one or more an assignment of this Lease or to one or more a subletting of said Leased the Premises or any part thereof or occupancy of the Premises by anyone other than Tenant, Landlord may collect from the assignee, sublessee or occupant, any rental and other charges herein required, but such collection by Landlord shall not be deemed to be a waiver an acceptance of the requirement for consent assignee, sublessee or occupancy, nor a release of Landlord to any future assignment or sublettingTenant from the performance by Tenant of this Lease. Notwithstanding anything contained herein to the contraryFurther, Tenant at all times and under all circumstances shall not assign or sublease this Lease without remain liable to Landlord for the prior written approval payment of any Landlord mortgagee all Base Rent and Additional Rent due and to become due and the extent such written performance of all other obligations of Tenant hereunder for the Term hereof. 12.1 If Landlord’s consent is required of such mortgagee and any assignment or sublease without the mortgageefor a Transfer, then Landlord’s consent shall be void. deemed to have been given unless Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded notifies Tenant in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all writing of the assets of Tenant if reasons for disapproval within ten (110) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all Business Days after receipt of Tenant’s obligations under written request for consent. In the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. event Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to does not consent to a Transfer by Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing , Landlord shall provide Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar a reasonably detailed written explanation as to the use permitted by this Leasereasons for withholding such consent. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. 8.1. Tenant shall not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises whole or any part thereof portion of the Premises without the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold, condition, or delay. 8.2. No assignment or right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment, transfer or other encumbrance of this Lease or all or any of Tenant’s rights hereunder or interest herein, and any sublet or permission to use or occupy the Premises or any part thereof not in accordance with this Section 8, shall be void and of no force or effect. Any assignment or subletting, Landlord’s consent thereto, the listing or posting of any name other than Tenant’s, or Landlord’s collection or acceptance of rent from any assignee or subtenant shall not be unreasonably withheldconstrued either as waiving or releasing Tenant from any of its liabilities or obligations under this Lease as a principal and not as a guarantor or surety, or as relieving Tenant or any assignee or subtenant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment or subletting. In As security for this Lease, Tenant hereby assigns to Landlord the event rent due from any assignee or subtenant of Tenant. During any period that there exists an uncured Default under this Lease, Tenant hereby authorizes each such assignee or subtenant to pay said rent directly to Landlord upon receipt of notice from Landlord specifying same. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee or subtenant as a tenant. Tenant shall pay to Landlord an administrative fee equal to one thousand five hundred dollars ($1,500) plus all other reasonable, out-of-pocket, third party expenses (including reasonable attorneys’ fees and accounting costs) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, transfer subletting, or mortgage, and Landlord’s receipt of such sum shall be a condition to Landlord providing such consent. Any sublease, assignment or mortgage shall, at Landlord’s option, be effected on forms reasonably approved by Landlord. Tenant shall deliver to Landlord a fully-executed copy of each agreement evidencing a sublease, assignment or mortgage, and Landlord’s consent thereto, within ten (10) days after execution thereof. 8.3. If the proposed term with respect to the proposed sublet space is either: (a) longer than seventy-five percent (75%) of the then remaining Term, or (b) to extend (including transfers any renewal or extension options) beyond the first (1st) day of the twelfth (12th) calendar month before the then scheduled expiration of the Lease Term; or (c) if the proposed sublet space is (or, when aggregated with other space being sublet or assigned by Tenant, will be) more than seventy-five percent (75%) of the total number of rentable square feet in the Premises, then, in either such event, Landlord shall have the right in its sole and absolute discretion to terminate this Lease with respect to the proposed sublet space by sending Tenant written notice of such termination within thirty (30) days after Landlord’s receipt of Tenant’s written notice requesting Landlord’s consent. If the proposed sublet space does not constitute the entire Premises and Landlord so terminates, then: (i) Tenant shall tender the proposed sublet space to Landlord on the proposed sublease commencement date and such space shall thereafter be deleted from the Premises, and (ii) as to that portion of the Premises which is not part of the proposed sublet space, this Lease shall remain in full force and effect except that Base Rent and additional rent shall be reduced pro rata. The cost of any construction required to permit the operation of the proposed sublet space separate from the balance of the Premises shall be paid by Tenant as additional rent. If the proposed sublet space constitutes the entire Premises and Landlord so terminates, then Tenant shall tender the proposed sublet space to Landlord, and this Lease shall terminate on the proposed sublease commencement date. 8.4. If any sublease or assignment (whether by operation of law or otherwise), hypothecation, mortgage ) provides that the subtenant or subletting without such written consent, assignee thereunder is to pay any amount in addition to any excess of the sum of: (a) the rent and other right or remedy Landlord may have charges due under the provisions of this Lease, plus (b) the reasonable out-of-pocket expenses (excluding, however, any costs attributable to vacancy periods or “downtime”) reasonably incurred by Tenant in connection with the procurement of such sublease, assignment or other transfer (which expenses shall be amortized on a straight-line basis over the initial sublease term for the purposes hereof) (the “Sublease Profit” or “Assignment Profit”, as applicable), then, whether such net excess be in the form of an increased monthly or annual rental, a lump sum payment, payment for the sale, transfer or lease of Tenant ‘ s fixtures, leasehold improvements, furniture and other personal property, or any other form of payment having the effect of a “disguised” rental payment (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro-rata basis), Tenant shall pay to Landlord, along with Base Rent, fifty percent (50%) of any such Sublease or Assignment Profit, which amount shall be calculated and paid by Tenant to Landlord on a monthly basis as additional rent, except that the terms of this sentence shall not apply to any Permitted Transfer pursuant to Section 8.5 below. As used in the foregoing sentence, “reasonable out-of-pocket expenses” means (i) in the event of a sale (or contribution) of Tenant ‘ s personal property, the then unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns, (ii) the reasonable out of pocket costs and expenses of Tenant in making such sublease or assignment, such as brokers’ fees, attorneys’ fees, and advertising fees paid to unrelated third parties (iii) any payments required to be made by Tenant in connection with the assignment of its interest in this Lease pursuant to any real property transfer taxes or applicable laws, (iv) any sums paid by Tenant to Landlord pursuant to Section 8.2, (v) the cost of improvements or alterations made by Tenant expressly and solely for the purpose of preparing the Premises for such assignment, including the cost of any construction set forth in Section 8.3; (vi) the unamortized or undepreciated cost of any Tenant’s property leased to and used by such assignee, and (viii) the then unamortized or undepreciated cost of any Alterations determined on the basis of Tenant’s federal income tax returns. Notwithstanding the foregoing, Landlord is not intending to receive any amounts considered to be based on the net income or profits of Tenant or any subtenant. Acceptance by Landlord of any payments due under this Section shall not be deemed to constitute approval by Landlord of any sublease or assignment, nor shall such acceptance waive any rights of Landlord hereunder. Landlord shall have the right to terminate this Lease and/or to re-enter inspect and repossess the Leased Premises but Landlordaudit Tenant’s rights to damages shall survive books and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord records relating to any future assignment sublease or sublettingassignment. 8.5. Notwithstanding the foregoing anything contained herein in this Section 8 to the contrary, provided no Default exists hereunder, Tenant shall may, upon not assign or sublease this Lease without the less than ten (10) days’ prior written approval notice to Landlord (which notice shall contain a written certificate from Tenant stating the legal and beneficial relationship of any Landlord mortgagee to Tenant and the extent such written consent is required of such mortgagee and any assignment proposed assignee, transferee or sublease subtenant) but without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of and without being subject to Landlord’s rights and Tenant ‘ s obligations set forth in Sections 8.2, 8.3, and 8.4, assign or transfer its entire interest in this Lease to a subsidiary, affiliate or parent corporation sublease the entire or any portion of Tenant, the Premises to: (a) a corporation or other business entity (a “successor corporation”) into or with which Tenant merges shall be merged or consolidatesconsolidated, or to a purchaser of all or which substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any may be transferred or sold, provided that such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord successor corporation shall have a net worth and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be liquidity factor at least equal to that the net worth and liquidity factor of Tenant as of the existing date hereof or otherwise reasonably acceptable to Landlord taking into account the fact that the original Tenant at under this Lease is not being released, and provided that the time successor corporation shall assume in writing all of execution the obligations and liabilities of Tenant under this Lease and the proposed use of the Premises is in compliance with this Lease. ; or (b) Business reputation a corporation or other business entity (a “related corporation”) which shall control, be controlled by or be under common control with Tenant, shall have a net worth and liquidity factor at least equal to the net worth and liquidity factor of Tenant as of the date hereof or otherwise reasonably acceptable to Landlord taking into account the fact that the original Tenant under this Lease is not being released, and provided that such related corporation shall assume in writing all of the obligations and liabilities of Tenant under this Lease (without relieving Tenant therefrom) and the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by is in compliance with this Lease. . For purposes of clause (db) Use above, “control” shall be deemed to be ownership of more than fifty percent (50%) of the Premises by stock or other voting interest of the proposed sub-tenant/assignee will not tend to violate controlled corporation or create any potential violation other business entity. In the event of any lawssuch assignment or subletting, ordinances Tenant shall remain fully liable as a primary obligor for the payment of all rent and other charges required hereunder and for the performance of all obligations to be performed by Tenant hereunder. Notwithstanding the foregoing, if Tenant structures an assignment or regulations; and (e) Use sublease to an entity that meets the definition of a successor corporation or a related corporation for the Premises by purpose of circumventing the proposed sub-tenant/restrictions on subleases and assignments provided elsewhere in this Section 8 then such subtenant or assignee will shall conclusively be deemed not violate any other agreements affecting the Premisesto be a successor corporation or a related corporation and subject to all such restrictions.

Assignment and Subletting. (a) Without the prior written consent of Landlord, Tenant shall may not assign sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or hypothecatethe encumbering of Tenant’s interest therein in whole or in part, mortgage by operation of law or sublet otherwise or permit the Leased Premises use or occupancy of the Premises, or any part thereof, by anyone other than Tenant. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least sixty (60) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.02 within thirty (30) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Building. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet. (b) With respect to Landlord’s consent to an assignment or sublease, Landlord may take into consideration any factors which Landlord may deem relevant, and the reasons for which Landlord’s denial shall be deemed to be reasonable shall include, without limitation, the following: (i) the business reputation or creditworthiness of any -proposed assignee is not acceptable to Landlord; or (ii) in the Landlord’s reasonable judgment the proposed assignee or sublessee would diminish the value or reputation of the Building or Landlord; or (iii) any proposed assignee’s or sublessee’s use of the Premises would violate Section 7.01 of the Lease or would violate the provisions of any other leases of tenants in the Building; (iv) the proposed assignee or sublessee is either a governmental agency, a school or similar operation, or a medical related practice; or (v) the proposed sublessee or assignee is a bona fide prospective tenant of Landlord in the Building as demonstrated by a written proposal dated within ninety (90) days prior to the date of Tenant’s request; or (vi) the proposed sublessee or assignee would materially increase the estimated pedestrian and vehicular traffic to and from the Premises and the Building In no event shall Landlord be obligated to consider a consent to any proposed (i) sublease of the Premises or assignment of the Lease if a Default then exists under the Lease, or a fact or condition exists, which but for the giving of notice or the passage of time would constitute a Default, or (ii) an assignment of the Lease which would assign less than the entire Premises. (c) If Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.02, Landlord shall not unreasonably withhold its consent to a subletting or assignment under this Section 10.01. Any approved sublease or assignment shall be expressly subject to the terms and conditions of this Lease. Any such subtenant or assignee shall execute such documents as Landlord may reasonably require to evidence such subtenant or assignee’s assumption of such obligations and liabilities. Tenant shall deliver to Landlord a copy of all agreements executed by Tenant and the proposed subtenant and assignee with respect to the Premises. Landlord’s approval of a sublease or assignment shall not constitute a waiver of Tenant’s obligation to obtain Landlord’s consent to further assignments or subleases. (d) For purposes of this Article Ten, an assignment shall be deemed to include a change in the majority control of Tenant, resulting from any transfer, sale or assignment of shares of stock of Tenant occurring by operation of law or otherwise if Tenant is a corporation whose shares of stock are not traded publicly. If Tenant is a partnership, any change in the partners of Tenant shall be deemed to be an assignment. (e) Notwithstanding anything to the contrary contained in this Article Ten, Tenant shall have the right, without the prior written consent of Landlord, which consent to sublease the Premises to an Affiliate or to assign this Lease to an Affiliate, but (i) no later than fifteen (15) days prior to the effective date of the assignment or sublease, the assignee or sublessee shall not be unreasonably withheld. In execute documents satisfactory to Landlord to evidence such subtenant or assignee’s assumption of the event obligations and liabilities of Tenant under this Lease, except in the case of any assignment, transfer (including transfers assignment which occurs by operation of law (and without a written assignment) as consequence of merger, consolidation or otherwise)non-bankruptcy reorganization; (ii) within ten (10) days after the effective date of such assignment or sublease, hypothecationgive notice to Landlord which notice shall include the full name and address of the assignee or subtenant, mortgage and a copy of all agreements executed between Tenant and the assignee or subletting without such written consent, in addition subtenant with respect to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter Premises; and repossess the Leased Premises but (iii) within fifteen (15) days after Landlord’s rights to damages shall survive and Tenant shall request, such documents or information which Landlord reasonably requests for the purpose of substantiating whether or not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for is to an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this LeaseAffiliate. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, a. Landlord shall have the right to terminate sell, transfer, and/or assign this Lease and the Property (that is, the Grounds and/or to re-enter Leased Premises, without limitation). Landlord may subdivide and repossess lease the Grounds, thereby reducing the size of the Grounds and without reducing the Minimum Rent hereunder, provided that the Building remains intact and sums for Additional Rent are adjusted pro rata. In the event of the transfer and assignment by Landlord of its interest in this Lease (or such other aspects of the Property) and/or Leased Premises but to a person assuming Landlord’s rights to damages 's obligations under this Lease, Landlord shall survive and Tenant shall not thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of its the Landlord for performance of such obligations. Any security given by Tenant to secure performance of Tenant's obligations under this Lease. Consent hereunder may be assigned and transferred by Landlord to one or more assignment such successor in interest, and Landlord shall thereby be discharged of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, further obligation relating thereto. b. Tenant shall not assign this Lease or sublease this Lease the Leased Premises without Landlord’s written approval, which shall be at Landlord’s reasonable discretion and will not be unnecessarily conditioned or delayed, or any part thereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the prior written approval of Leased Premises or Property or sublease any Landlord mortgagee to the extent such written consent is required of such mortgagee operating department therein, and any assignment or sublease attempt to do any of the foregoing without the mortgagee’s consent prior Landlord approval in writing shall be voidvoid and of no effect. Landlord may assign this Lease and a Memorandum of this Lease (but not Without limiting the Lease itself) scenarios in which reasonable consent to an assignment may be recorded in the appropriate public records. Notwithstanding the abovewithheld, Landlord’s prior written it shall be reasonable for Landlord to withhold consent shall not be required for to an assignment of this Lease to a subsidiaryif the proposed assignee is not as creditworthy as Tenant or the Guarantor, affiliate or parent corporation if the proposed assignee’s potential use of Tenantthe Leased Premises differs from the Permitted Use, a corporation into which Tenant merges or consolidatesif the proposed assignment would increase Landlord’s costs associated with the Leased Space, or if Landlord’s lender /mortgagee does not approve of such assignment. This prohibition against assigning or subletting shall be construed to include a purchaser prohibition against any assignment or subletting by operation of all law. c. If Tenant is a corporation, limited liability company, partnership, series or substantially all other type of entity, business organization or trust, then any transfer of this Lease from Tenant by merger, consolidation, conversion or dissolution or any change in ownership or power to vote fifty one percent (51%) or more of the assets of voting interests in Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant outstanding at the time of execution of this Agreement (or at any future time) or any removal of a Guarantor who is an owner of Tenant from Tenant shall constitute an assignment for the purpose of this Lease. For purposes of this Section, the phrase “voting interests” shall refer to shares, membership interest(s), units, or other instruments of entity ownership regularly entitled to vote on matters pertaining to the relevant entity as specified in any applicable law or the entity’s governing documents. d. If this Lease is assigned or if the Leased Premises or Property is subleased (bwhether in whole or in part) Business reputation or in the event of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use mortgage, pledge or hypothecation of the leasehold interest or grant of any concession or license within the Leased Premises or if the Leased Premises is occupied in whole or in part by anyone other than Tenant, Landlord may nevertheless collect rent from the proposed sub-tenant/assignee must be substantially similar assignee, sublessee, pledgee, mortgagee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and apply the net amount collected to the use permitted rent payable hereunder, but no such transaction or collection of rent or application thereof by this LeaseLandlord shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties and obligations hereunder. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall A. ▇▇▇▇▇▇ agrees not assign or transfer this Lease or hypothecateto assign, sublet, license, mortgage or sublet encumber this Lease Agreement, the Leased Premises Premises, or any part thereof thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of LandlordLandlord in each instance, which consent shall will not be unreasonably withheld, conditioned or delayed. 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. In connection with any assignment of this Lease Agreement or subletting of the Premises made or requested by Tenant for which L▇▇▇▇▇▇▇’s consent is required, Tenant shall pay Landlord (i) a processing fee of $500.00 and (ii) all reasonable out-of-pocket costs incurred by Landlord, including reasonable attorneys’ fees, not to exceed $2,000.00. In the event Tenant desires to sublet a part or all of the Premises, or assign this Lease Agreement, Tenant shall give written notice to Landlord at least thirty (30) days prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee, the terms of any assignmentsublease or assignment documents and copies of financial reports or other relevant financial information of the proposed subtenant or assignee. At Landlord’s option, transfer (including transfers any and all payments by operation of law the proposed assignee or otherwise)subtenant with respect to the assignment or sublease shall be paid directly to Landlord, hypothecation, mortgage not to exceed the amount Tenant owes to Landlord for such period. In any event no assignment or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and release Tenant shall not be released from any of its obligation to pay the rent and to perform all other obligations under this Lease. Consent to be performed by Landlord to one or more assignment Tenant hereunder for the Term of this Lease or to one or more subletting Agreement The acceptance of said Leased Premises rent by Landlord from any other person shall not be deemed to be a waiver of the requirement for consent of by Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and provision hereof. In addition, in connection with any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease Agreement or subletting of the Premises made or requested by Tenant for which Landlord’s consent is required, Landlord may at Landlord’s option, terminate the Lease Agreement in lieu of giving its consent to the requested assignment or subletting (which termination may be contingent upon the execution of a subsidiarynew lease with the proposed assignee or subtenant), provided that Landlord delivers a written notice of such election to Tenant within five (5) business days following T▇▇▇▇▇’s request for L▇▇▇▇▇▇▇’s approval. In the event Landlord timely delivers a written notice electing to terminate this Lease in lieu of giving its consent, Tenant may rescind its request for the assignment or sublease in writing, in which case, Landlord’s notice of termination shall be void and this Lease shall continue in full force and effect. If Landlord shall give its consent to any sublease, Tenant shall, in consideration therefor, pay to Landlord, as additional rent: an amount equal to fifty (50%) percent of any net rents, additional charges, or other consideration payable under the sublease by the subtenant to Tenant that are in excess of the fixed rent and additional rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof, including all sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property in excess of fair market value, less Tenant’s costs related to such sublease, including free rent, transfer taxes, reasonable attorneys fees, brokerage fees, alteration costs, and subtenant improvement allowances. The sums payable under the previous sentence shall be paid to Landlord as and when paid by the subtenant to Tenant. B. Landlord's right to assign this Lease Agreement is and shall remain unqualified upon any sale or transfer of the Building and, providing the purchaser succeeds to the interests of Landlord under this Lease Agreement and the purchaser affirmatively assumes in writing all of Landlord’s obligatinos under this Lease, Landlord shall thereupon be entirely freed of all obligations of the Landlord hereunder that arise and relate to periods after such conveyance and shall not be subject to any liability resulting from any act or omission or event occurring after such conveyance. C. Any provision of this Lease to the contrary notwithstanding, Tenant shall have the right to assign the Lease, sublet the Premises or otherwise transfer Tenant’s interest under the Lease to any of the following (each a “Permitted Transferee”): (i) any parent, affiliate or parent corporation subsidiary entity of Tenant, (ii) any entity resulting from a corporation into which merger, spin off or split up involving Tenant merges or consolidatesits parent entity, if any, and (iii) any person or to a purchaser of all or entity acquiring substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under assets. Tenant may not assign this Lease to any entity that has net worth below that of Tenant on the Lease and, (3) date of such assignment meets all unless T▇▇▇▇▇ continues to remain liable for the obligations of Tenant under this Lease following such assignment. Any such transfer shall not be subject to the “factors” listed below foregoing provisions of this Article 15, be prohibited or require Landlord’s consent. Furthermore, in this Article. Landlord and no event shall the public sale of stock in Tenant agree that any one of the following factors, or any other reasonable factor, will its parent or subsidiaries be reasonable grounds for Landlord in determining whether deemed to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution constitute a transfer of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not have the right to assign or transfer pledge this Lease or hypothecate, mortgage or to sublet the Leased Premises whole or any part thereof of the Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. In the event of The foregoing prohibition includes, without limitation, any assignmentsubletting or assignment that would otherwise occur by merger, consolidation, reorganization, transfer (including transfers by operation or other change in Tenant’s corporate, partnership or other proprietary structure. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any the Rent and for compliance with all of its other right or remedy Landlord may have obligations under the terms, provisions and covenants of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and . If Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of assigns this Lease or sublets all or a portion of the Premises without first obtaining Landlord’s consent, as required by this Paragraph 11(a), said assignment or sublease shall be null and void and of no force or effect. Landlord’s consent to one an assignment, sublease or more subletting other transfer of said Leased any interest of Tenant in this Lease or in the Premises shall not be deemed to be a waiver consent to any subsequent assignment, transfer, use or occupation. For the purposes of this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ shall be deemed to have acted reasonably if it withholds its consent to a proposed assignment or sublease if (i) the creditworthiness of the requirement for consent proposed assignee or sublessee is less than the greater of (A) Tenant’s net worth as of the date of this Lease; or (B) a net worth of at least the net worth of tenants to whom Landlord is then in the process of leasing similar square footage in the Building, it being understood and agreed that if Landlord is then requiring new tenants of such similar spaces to enhance their credit by virtue of security deposits, letters of credit or similar vehicles, Landlord may require that the proposed assignee or sublessee comply with such credit enhancement requirements; and/or (ii) the assignee or sublessee is a tenant of Landlord in the Building or a prospective tenant of the Building then working with Landlord or Landlord’s leasing agent. Landlord shall have no obligation to any future assignment review or subletting. Notwithstanding anything contained herein agree to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded request if Tenant is then in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations default under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be at least equal to that of the existing Tenant at the time of execution of this Lease. (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this Lease. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. Tenant shall not assign voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber or sublet all or any part of Tenant's interest in this Lease or hypothecate, mortgage or sublet in the Leased Premises or any part thereof without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheldwithheld and shall be delivered not less than ten (10) days following Tenant's written request. In Failure of Landlord to respond within ten (10) days shall be deemed Landlord's consent. Landlord reserves the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without right to refuse to give such written consent, in addition to any other right or remedy Landlord may have under consent unless Tenant remains fully liable during the provisions unexpired term of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent The consent by Landlord to one any assignment or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be constitute a waiver of the requirement to obtain Landlord's consent to subsequent assignments or sublettings. Each assignee shall, by taking possession of the Premises, be deemed to have expressly assumed all obligations of Tenant under this Lease and shall remain jointly and severally liable with Tenant for consent the fully and timely performance of Landlord to any future assignment or sublettingthis Lease. Notwithstanding anything contained herein to the contraryforegoing, Tenant shall not assign or sublease this Lease have the right, without the attaining Landlord's consent, but with at least twenty (20) days prior written approval of any Landlord mortgagee notice to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may Landlord, to assign this Lease and a Memorandum of this Lease (but not the Lease itself) may be recorded in the appropriate public records. Notwithstanding the aboveto any entity which controls, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate is controlled by or parent corporation of is under common control with Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of any entity which acquires all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of Tenant. Upon any such assignee and, (2) assignment Tenant shall no longer be liable under this Lease if the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (a) Financial strength of the proposed sub-tenant/assignee must be has a net worth at least equal to that the greater of (i) the net worth of the existing Tenant at as of the date of this Lease, or the net worth of the Tenant on the date of such assignment. Tenant shall provide evidence of the net worth of the Tenant and the proposed assignee as of the time of execution proposed assignment in the notice to Landlord required hereunder. In the event Tenant assigns this Lease or sublets the Premises, such that Tenant receives rent in excess of the amount required to be paid by Tenant to Landlord pursuant to the terms of this Lease. (b) Business reputation , 50% of the proposed sub-tenant/assignee must net excess rent received by Tenant during the initial five year term of this Lease shall be in accordance with generally acceptable commercial standards. paid to Landlord within ten (c10) Use days of receipt by Tenant, and thereafter, 100% of the Premises net excess rent shall be paid to Landlord within ten (10) days of receipt by the proposed sub-tenant/assignee must be substantially similar to the use permitted by this LeaseTenant. (d) Use of the Premises by the proposed sub-tenant/assignee will not tend to violate or create any potential violation of any laws, ordinances or regulations; and (e) Use of the Premises by the proposed sub-tenant/assignee will not violate any other agreements affecting the Premises.

Assignment and Subletting. (a) Except as provided in Sections (b) and (c) below, Tenant shall not assign enter into nor permit any Transfer voluntarily or transfer this Lease or hypothecateby operation of law, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. In the event of any assignmentWithout limitation, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Tenant agrees that Landlord’s rights to damages shall survive and Tenant consent shall not be released considered unreasonably withheld if (i) the business, business reputation or creditworthiness of the proposed transferee is reasonably unacceptable to Landlord, or (ii) there is a current Event of Default. Consent to one Transfer shall not be deemed to be consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any of its obligations obligation under this Lease. Consent by Landlord to one or more assignment Landlord’s acceptance of this Lease or to one or more subletting of said Leased Premises Rent from any person shall not be deemed to be a waiver of the requirement for consent of by Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum provision of this Lease or to be consent to any Transfer. Any Transfer not in conformity with this Section 18 shall be void at the option of Landlord. (but not the Lease itselfb) may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for in the event of any Transfer by Tenant to an assignment Affiliate provided that (i) except in the case of this Lease to a subsidiary, affiliate or parent corporation sublease of Tenant, a corporation into which Tenant merges or consolidates, or to a purchaser of all or substantially all less than fifty percent of the assets of Tenant if Premises to an Affiliate as described in clause (1i) Tenant gives Landlord prior written notice of the name definition of any such assignee andAffiliate, the Affiliate (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any corporation or other reasonable factor, will be reasonable grounds person or entity which has the power to direct such Affiliate’s management and operation if such Affiliate is a newly formed entity formed specifically for Landlord in determining whether to consent to Tenant’s request to assign or sublet: (athe purposes of completing the Transfer) Financial strength of the proposed sub-tenant/assignee must be has a tangible net worth at least equal to that of Tenant as of the existing date of this Lease, (ii) Tenant provides Landlord notice of the Transfer at least 10 days prior to the time effective date, together with current financial statements of execution the Affiliate certified by an executive officer of the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement or sublease reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease. (c) Landlord’s consent shall not be required in the event of any Transfer in connection with any sale or transfer of direct or indirect stock or other equity interests in Tenant in connection with any bona fide financing or capitalization for the benefit of Tenant provided that Tenant following such transaction has a tangible net worth at least equal to the greater of (i) Tenant’s tangible net worth as of the date of this Lease or (ii) Tenant’s tangible net worth immediately preceding such Transfer. Transfers pursuant to subsections (b) Business reputation of the proposed sub-tenant/assignee must be in accordance with generally acceptable commercial standards. and (c) Use of the Premises by the proposed sub-tenant/assignee must be substantially similar are referred to the use permitted by this Leaseas “Permitted Transfers.” (d) Use The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises by (other than in connection with a Permitted Transfer), Landlord may terminate this Lease, in the proposed sub-tenant/assignee will not tend to violate case of a Transfer which is an assignment or create any potential violation a sublease of any laws, ordinances or regulations; and (e) Use all of the Premises for the remainder of the Term, or if Tenant proposes to enter into a Transfer of less than all of the Premises for the remainder of the Term, Landlord may amend this Lease to remove the portion of the Premises to be transferred, Landlord shall exercise this option by written notice to Tenant within 15 days after Tenant’s request for consent to the proposed subTransfer. If this Lease is not so terminated or amended, Tenant shall pay to Landlord, within 5 days after receipt, (i) fifty percent (50%) of all compensation received by Tenant for the Transfer, less the Transfer Transaction Expenses (defined below), over (ii) the Rent allocable to the Premises transferred. “Transfer Transaction Expenses” shall mean the reasonable out-tenant/assignee will not violate any of-pocket costs and expenses incurred by Tenant in effectuating a Transfer for tenant improvements, allowances, brokerage commissions and other agreements affecting reasonable Transfer related expenses (which expenses shall be allocated evenly over the Premiseslength of the term of the sublease or the remaining Term, in the event of an assignment).