Common use of ASSIGNMENT OR SUBLEASING Clause in Contracts

ASSIGNMENT OR SUBLEASING. LESSEE shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses, and the like) or allow any other firm or individual to occupy the whole or any part of the Leased Premises without the prior written consent of LESSOR, 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. LESSOR’s consent shall not be unreasonably withheld or delayed, subject to the conditions contained in this Paragraph 15. In the event of any intent to assign this Lease or sublet any portion or all of the Leased Premises, LESSEE shall notify LESSOR in writing of LESSEE's intent and the proposed effective date of such subletting or assignment, and shall request in such notification that LESSOR consent thereto. LESSEE will reimburse LESSOR, as additional rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for consent to assignment or subletting. In the event that the fixed rental to be paid by any subLESSEE, assignee or transferee of LESSEE shall exceed Annual Fixed Rent as set forth in Article 3 herein payable by LESSEE to LESSOR, or in the event that any subLESSEE, assignee or transferee shall pay to LESSEE a sum of money in consideration for such sublease, assignment or transfer, then LESSEE shall pay one-half (1/2) to LESSOR, as additional rent, a sum equal to the amount by which the fixed rent payable by such subLESSEE, assignee or transferee exceeds the Annual Fixed Rent payable under Article 3 herein or an amount equal to such sum of money, except for rental payments made to LESSEE by those subLESSEEs pre-approved below in this Article 15. No assignment or subletting and no consent of LESSOR thereto shall affect the continuing primary liability of LESSEE (which, following assignment, shall be joint and several with the assignee) for the payment of all rent and for the full performance of the covenants and conditions of this Lease. No consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance, and no assignment shall be binding upon LESSOR or any of the LESSOR's mortgagees, unless LESSEE shall deliver to LESSOR an instrument in recordable form which contains a covenant of assumption by the assignee running to LESSOR and all persons claiming by, through or under LESSOR, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge assignee from its liability as a LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease, nor shall execution of such instrument of assumption affect the continuing primary liability of LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If at any time during the Lease Term the identity of any of the persons then having power to participate in the election or appointment of the directors, shareholders, officers, or other persons exercising like functions and managing the affairs of the LESSEE, LESSEE corporation, then LESSEE shall so notify LESSOR in writing. LESSOR has pre-approved the following subtenants, including their affiliates: American DG Energy Inc., Pharos LLC, Levitronix LLC, Levitronix Technologies LLC, GeNo LLC, Tecogen Inc. and Follica Inc. 10. Except as specifically amended hereby, the Lease is ratified and confirmed in all respects and remains in full force and effect.

ASSIGNMENT OR SUBLEASING. LESSEE shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses, and the like) or allow any other firm or individual to occupy the whole or any part of the Leased Premises without the prior written consent of LESSOR, 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. LESSOR’s consent shall not be unreasonably withheld or delayed, subject to the conditions contained in this Paragraph 15. In the event of any intent to assign this Lease or sublet any portion or all of the Leased Premises, LESSEE shall notify LESSOR in writing of LESSEE's intent and the proposed effective date of such subletting or assignment, and shall request in such notification that LESSOR consent thereto. LESSEE will reimburse LESSOR, as additional rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for consent to assignment or subletting. In the event that the fixed rental to be paid by any subLESSEE, assignee or transferee of LESSEE shall exceed Annual Fixed Rent as set forth in Article 3 herein payable by LESSEE to LESSOR, or in the event that any subLESSEE, assignee or transferee shall pay to LESSEE a sum of money in consideration for such sublease, assignment or transfer, then LESSEE shall pay one-half (1/2) to LESSOR, as additional rent, a sum equal to the amount by which the fixed rent payable by such subLESSEE, assignee or transferee exceeds the Annual Fixed Rent payable under Article 3 herein or an amount equal to such sum of money. Provided, except for rental payments made however, that the provisions of the previous sentence shall not apply to LESSEE by those subLESSEEs pre-approved any assignments or subletting to LESSEE’s subtenants listed below in this Article 15and their affiliated companies (American DG Energy Inc., Alexandros Partners LLC, Pharos, LLC, Levitronix LLC, Levitronix Medical LLC, Levitronix Technologies LLC, Levitronix IP LLC, Tecogen Inc., HR Knowledge). No assignment or subletting and no consent of LESSOR thereto shall affect the continuing primary liability of LESSEE (which, following assignment, assignment shall be joint and several with the assignee) for the payment of all rent and for the full performance of the covenants and conditions of this Lease. No consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance, and no assignment shall be binding upon LESSOR or any of the LESSOR's mortgagees, unless LESSEE shall deliver to LESSOR an instrument in recordable form which contains a covenant of assumption by the assignee running to LESSOR and all persons claiming by, through or under LESSOR, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge assignee from its liability as a LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease, nor shall execution of such instrument of assumption affect the continuing primary liability of LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If at any time during the Lease Term the identity of any of the persons then having power to participate in the election or appointment of the directors, shareholders, officers, or other persons exercising like functions and managing the affairs of the LESSEE, LESSEE corporation, then LESSEE shall so notify LESSOR in writing. LESSOR has pre-approved the following subtenants, including subtenants and their affiliatesaffiliated companies: American DG Energy Inc., Pharos Alexandros Partners LLC, Pharos, LLC, Levitronix LLC, Levitronix Medical LLC, Levitronix Technologies LLC, GeNo Levitronix IP LLC, Tecogen Inc. and Follica Inc. 10. Except as specifically amended hereby, the Lease is ratified and confirmed in all respects and remains in full force and effectHR Knowledge.

ASSIGNMENT OR SUBLEASING. LESSEE shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses, and the like) or allow any other firm or individual to occupy the whole or any part of the Leased Premises without the prior written consent of LESSOR, which consent shall not be unreasonably withheld, 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. law without the prior written consent of LESSOR’s , which consent shall not be unreasonably withheld or delayed, subject to the conditions contained in this Paragraph 15withheld. In the event of any intent to assign this Lease or sublet any portion or all of the Leased Premises, LESSEE shall notify LESSOR in writing of LESSEE's intent and the proposed effective date of such subletting or assignment, and shall request in such notification that LESSOR consent thereto, provided that LESSOR may terminate this LEASE in the case of a proposed assignment, or suspend this Lease for the period and with respect to the space involved in the case of a proposed subletting, by giving written notice of termination or suspension to LESSEE, with such termination or suspension to be effective as of the effective date of such assignment or subletting. LESSEE will reimburse LESSOR▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as additional rent, for reasonable legal and other expenses incurred by LESSOR ▇▇▇▇▇▇ in connection with any request by LESSEE ▇▇▇▇▇▇ for consent to assignment or subletting. In the event that the fixed rental to be paid by any subLESSEEsublessee, assignee or transferee of LESSEE shall exceed the Annual Fixed Rent as set forth in Article 3 herein payable by LESSEE to LESSOR, or in the event that any subLESSEEsublessee, assignee or transferee shall pay to LESSEE a sum of money in consideration for such sublease, assignment or transfer, then LESSEE shall pay one-half (1/2) to LESSOR, as additional rent, a sum equal to fifty (50) percent of the amount by which the fixed rent payable by such subLESSEEsublessee, assignee or transferee exceeds the Annual Fixed Rent payable under Article 3 herein or an amount equal to such sum of money, except for rental payments made to LESSEE by those subLESSEEs pre-approved below in this Article 15. No assignment or subletting and no consent of LESSOR thereto shall affect the continuing primary liability of LESSEE (which, following assignment, shall be joint and several with the assignee) for the payment of all rent and for the full performance of the covenants and conditions of this Lease. No consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance, and no assignment shall be binding upon LESSOR or any of the LESSOR's mortgagees, unless LESSEE shall deliver to LESSOR an instrument in recordable form which contains a covenant of assumption by the assignee running to LESSOR and all persons claiming by, through or under LESSOR, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge assignee from its liability as a LESSEE lessee for the payment of all rent and for the full performance of the covenants and conditions of this Lease, nor shall execution of such instrument of assumption affect the continuing primary liability of LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If at Notwithstanding anything contained herein to the contrary, LESSEE may assign this Lease or sublet the premises to any time during Parent, affiliate or subsidiary company of LESSEE without the need to obtain LESSOR'S consent so long as LESSEE remains primarily liable on the Lease Term the identity and so long as LESSEE provides LESSOR fifteen (15) days written notice prior to such assignment or subletting. Affiliate shall include any entity which directly or indirectly controls LESSEE or is a successor to LESSEE by name, merger, consolidation or other operation of law or any entity to whom all or substantially all of the persons then having power to participate in the election or appointment assets of the directors, shareholders, officers, or other persons exercising like functions and managing the affairs of the LESSEE, LESSEE corporation, then LESSEE shall so notify LESSOR in writing. LESSOR has pre-approved the following subtenants, including their affiliates: American DG Energy Inc., Pharos LLC, Levitronix LLC, Levitronix Technologies LLC, GeNo LLC, Tecogen Inc. and Follica Inc. 10. Except as specifically amended hereby, the Lease is ratified and confirmed in all respects and remains in full force and effectare conveyed.

ASSIGNMENT OR SUBLEASING. LESSEE shall not assign, mortgage, pledge, hypothecate or otherwise transfer a. Notwithstanding anything contained in this Lease or sublet (which termto the contrary, without limitation, shall include granting of concessions, licenses, and the like) or allow any other firm or individual to occupy the whole or any part of the Leased Premises Tenant may not assign its interest in this Lease without the prior written consent of LESSORLandlord, and Lender which may be withheld in the sole and absolute discretion of Landlord and Lender, unless such assignment is to a successor-by-merger or suffer related or permit this Lease or affiliated entity which, in either case, does not constitute a transfer of control of Tenant. For purposes hereof, an assignment shall include a transfer of control of Tenant. Tenant may not sublease the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, or encumberedDemised Premises, in whole or in part, whether voluntarilywithout the prior written consent of Landlord, involuntarily, which may be withheld in Landlord's sole and absolute discretion. b. Each sublease of the Leased Premises or by operation of law. LESSOR’s consent any part thereof shall not be unreasonably withheld or delayed, subject and subordinate to the conditions contained provisions of this Lease. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Paragraph Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the event case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. c. Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease of any intent to assign this Lease or sublet any portion or all of the Leased Premises, LESSEE shall notify LESSOR in writing and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of LESSEE's intent and the proposed effective date an Event of such subletting or assignment, and shall request in such notification that LESSOR consent thereto. LESSEE will reimburse LESSOR, as additional rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for consent to assignment or sublettingDefault. In the event that the fixed rental to be paid by Tenant collects any subLESSEErents after an Event of Default which has not been cured in a timely basis, assignee or transferee of LESSEE shall exceed Annual Fixed Rent as set forth in Article 3 herein payable by LESSEE to LESSOR, or in the event that any subLESSEE, assignee or transferee shall pay to LESSEE a sum of money in consideration for such sublease, assignment or transfer, then LESSEE shall pay one-half (1/2) to LESSOR, as additional rent, a sum equal to the amount by which the fixed rent payable by such subLESSEE, assignee or transferee exceeds the Annual Fixed Rent payable under Article 3 herein or an amount equal to such sum of money, except for rental payments made to LESSEE by those subLESSEEs pre-approved below in this Article 15. No assignment or subletting and no consent of LESSOR thereto shall affect the continuing primary liability of LESSEE (which, following assignment, Tenant shall be joint and several with deemed a constructive trustee of the assignee) rents for the payment benefit of all rent and for Landlord or Lender as the full performance of the covenants and conditions of this Lease. No consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance, and no assignment shall be binding upon LESSOR or any of the LESSOR's mortgagees, unless LESSEE shall deliver to LESSOR an instrument in recordable form which contains a covenant of assumption by the assignee running to LESSOR and all persons claiming by, through or under LESSOR, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge assignee from its liability as a LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease, nor shall execution of such instrument of assumption affect the continuing primary liability of LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If at any time during the Lease Term the identity of any of the persons then having power to participate in the election or appointment of the directors, shareholders, officers, or other persons exercising like functions and managing the affairs of the LESSEE, LESSEE corporation, then LESSEE shall so notify LESSOR in writing. LESSOR has pre-approved the following subtenants, including their affiliates: American DG Energy Inc., Pharos LLC, Levitronix LLC, Levitronix Technologies LLC, GeNo LLC, Tecogen Inc. and Follica Inc. 10. Except as specifically amended hereby, the Lease is ratified and confirmed in all respects and remains in full force and effectcase may be.

ASSIGNMENT OR SUBLEASING. LESSEE Lessee shall not assign, mortgage, pledge, hypothecate or otherwise transfer assign this Lease or sublet (which term, without limitation, shall include granting of concessions, licenseslease nor any interest therein, and shall not sublease the like) or allow any other firm or individual to occupy the whole leased premises or any part of thereof or any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Leased Premises leased premises or any portion thereof without the prior written consent of LESSORthe Lessor first had and obtained, and a consent to one assignment, subletting, occupation or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease use by another person shall not be deemed to be assigneda consent to any subsequent assignment, transferredsubletting, occupation or encumbereduse by another person. Any such assignment or subletting without Lessor's consent shall be void and shall, in whole or in partat Lessor's option, whether voluntarily, involuntarily, or by operation of lawterminate this lease. LESSOR’s Said consent shall not be unreasonably withheld withheld. ▇▇▇▇▇▇ agrees that it will promptly furnish Lessor the information necessary for Lessor to consider such request. Provided that such information is provided in a timely manner and fully addresses those factors Lessor will assess in considering such request, County agrees to use its best efforts to place the request for assignment or delayedsubleasing on the agenda of the next available Board meeting following receipt of the information. In evaluating a request for assignment or subleasing, subject the Lessor will consider the following factors: a) That each of the assignees has the requisite qualifications, experience, background and financial capacity to provide the services provided for in the current lease agreement and carry out the obligations thereof consistently and without prejudice to the conditions contained public. b) That the interest and oversight of the Lessor to control any subsequent assignment or subleasing of the lease be and is protected in this Paragraph 15all relevant documents that may be necessaryfor the effectuation of the assignment or subletting. c) That appropriate guarantees are in place so that Lessor will have recourse in the event that the assignee is not successful in providing the services contemplated by the current lease agreement. d) That individually and collectively, the assignees meet and satisfy the higher standards for honesty and credibility attendant to any arrangement involving the use of public property with access to public funds. In the event an assignment of any intent ▇▇▇▇▇▇’s rights under this lease is made to assign a firm or individual other than immediate family of Lessor, this Lease or sublet any portion or all lease shall be subject to renegotiation. For purposes of this section, “immediate family” shall mean parents, wife/husband, children, brothers and sisters. This section does not apply to short term use of the Leased Premisesfacility or use of the facility for emergency services for purposes of this provision, LESSEE "short term” use shall notify LESSOR mean less than thirty (30) days.Authorization for short term use of the facility may be given by the County Administrator.This section does not apply to transfers of ownership interests within Lessee's LLC so long as such transfer does not result in writing a transfer of LESSEE's intent management control from Lessee all and so long as Lessee remains a member of the proposed effective date of such subletting or assignmentLLC. Notwithstanding the aforementioned exceptions, and shall request in such notification it is contemplated that LESSOR consent thereto. LESSEE will reimburse LESSOR, as additional rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for consent to assignment or subletting. In the event that the fixed rental to be paid by any subLESSEE, assignee or transferee of LESSEE shall exceed Annual Fixed Rent subleasing will not act as set forth in Article 3 herein payable by LESSEE to LESSOR, or in the event that any subLESSEE, assignee or transferee shall pay to LESSEE a sum of money in consideration for such sublease, assignment or transfer, then LESSEE shall pay one-half (1/2) to LESSOR, as additional rent, a sum equal novation with respect to the amount by which the fixed rent payable by such subLESSEE, assignee or transferee exceeds the Annual Fixed Rent payable under Article 3 herein or an amount equal to such sum of money, except for rental payments made to LESSEE by those subLESSEEs pre-approved below in this Article 15. No assignment or subletting and no consent of LESSOR thereto shall affect the continuing primary liability of LESSEE (which, following assignment, shall be joint and several with the assignee) for the payment of all rent and for the full performance of the covenants and conditions of this Lease. No consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance, and no assignment shall be binding upon LESSOR or any of the LESSOR's mortgagees, unless LESSEE shall deliver to LESSOR an instrument in recordable form which contains a covenant of assumption by the assignee running to LESSOR and all persons claiming by, through or under LESSOR, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge assignee from its liability as a LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease, nor shall execution of such instrument of assumption affect the continuing primary liability of LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If at any time during the Lease Term the identity of any of the persons then having power to participate in the election or appointment of the directors, shareholders, officers, or other persons exercising like functions and managing the affairs of the LESSEE, LESSEE corporation, then LESSEE shall so notify LESSOR in writing. LESSOR has pre-approved the following subtenants, including their affiliates: American DG Energy Inc., Pharos LLC, Levitronix LLC, Levitronix Technologies LLC, GeNo LLC, Tecogen Inc. and Follica Inc. 10. Except as specifically amended hereby, the Lease is ratified and confirmed in all respects and remains in full force and effectcurrent Lessee.

ASSIGNMENT OR SUBLEASING. LESSEE shall not assign, mortgage, pledge, hypothecate or otherwise transfer Neither this Lease nor any interest herein shall be assigned, either voluntarily or sublet (which terminvoluntarily, without limitationby ▇▇▇▇▇▇, or by operation of law or otherwise, nor shall include granting of concessionsthe Premises or the FBO Facilities, licenses, and the like) or allow any other firm or individual to occupy the whole or any part of the Leased Premises thereof, be sublet by Lessee without the prior written consent of LESSORCounty. Consent to any such assignment, transfer , 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. LESSOR’s consent sublease shall not be unreasonably withheld by County provided (a) County receives FAA Certificates of Ownership for all Aircraft contemplated for storage on the Premises, together with copies of the insurance certificates for each Aircraft as required herein, and (b) in the case of an approved assignment and FBO Facilities sublease or delayedtransfer, subject the transferee of the FBO Facilities shall execute a new FBO Facility Lease under terms and conditions then being offered by County but with a term ending no later than the expiration date of the then-current Initial Term or Renewal Term, with the same renewal periods at set forth herein, if any remain (and this FBO Facility Lease shall terminate), or, in the case of a sublease, the sub-lessee executes a sublease containing an agreement to be bound by the conditions contained provisions of this Lease. Any such assignment, transfer, or sublease without such prior written consent of County shall be void and County shall have the right to terminate this Lease upon such unapproved assignment, transfer, or sublease at its sole discretion. County shall have the right to assign or transfer County’s interest in this Paragraph 15Lease or any rights or obligations in or to it. In the event of any intent to assign this Lease or sublet any portion or all of the Leased Premises, LESSEE shall notify LESSOR in writing of LESSEE's intent and the proposed effective date of such subletting or assignment, and shall request in such notification that LESSOR consent thereto. LESSEE will reimburse LESSOR, as additional rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for consent to assignment or subletting. In the event that the fixed rental to be paid by any subLESSEE, assignee or transferee of LESSEE shall exceed Annual Fixed Rent as set forth in Article 3 herein payable by LESSEE to LESSOR, or in the event that any subLESSEE, assignee or transferee shall pay to LESSEE a sum of money in consideration for such sublease, assignment or transfer, then LESSEE ▇▇▇▇▇▇ shall pay one-half (1/2) to LESSOR, as additional rent, a sum equal look solely to the amount by which the fixed rent payable by such subLESSEE, assignee or transferee exceeds the Annual Fixed Rent payable under Article 3 herein or an amount equal to such sum of money, except for rental payments made to LESSEE by those subLESSEEs pre-approved below in this Article 15. No assignment or subletting and no consent of LESSOR thereto shall affect the continuing primary liability of LESSEE (which, following assignment, shall be joint and several with the assignee) for the payment of all rent and for the full performance of the covenants and conditions of County’s obligations under this Lease. No consent to The parking or storing of any of aircraft in which Lessee does not have a controlling ownership interest on the foregoing in a specific instance shall operate as a waiver Leased Premises for more than five (5) days, which need not be consecutive, in any subsequent instancetwelve (12) month period shall require a sublease. No sublease of this Lease shall be valid unless the sublease is reduced to writing, and no assignment executed by ▇▇▇▇▇▇, County, and the sub-lessee. Copies of all subleases shall be binding upon LESSOR or any of kept on record at the LESSOR's mortgagees, unless LESSEE shall deliver to LESSOR an instrument in recordable form which contains a covenant of assumption by the assignee running to LESSOR and all persons claiming by, through or under LESSOR, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge assignee from its liability as a LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease, nor shall execution of such instrument of assumption affect the continuing primary liability of LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If at any time during the Lease Term the identity of any of the persons then having power to participate in the election or appointment of the directors, shareholders, officers, or other persons exercising like functions and managing the affairs of the LESSEE, LESSEE corporation, then LESSEE shall so notify LESSOR in writing. LESSOR has pre-approved the following subtenants, including their affiliates: American DG Energy Inc., Pharos LLC, Levitronix LLC, Levitronix Technologies LLC, GeNo LLC, Tecogen Inc. and Follica Inc. 10. Except as specifically amended hereby, the Lease is ratified and confirmed in all respects and remains in full force and effectAirport Director’s Office.

ASSIGNMENT OR SUBLEASING. (a) LESSEE shall not assign, mortgage, pledge, hypothecate or otherwise transfer assign this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses, and the like) or allow any other firm or individual to occupy the whole or any part of the Leased Premises without the LESSOR's prior written consent of LESSORconsent, 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. LESSOR’s which consent shall not be unreasonably withheld or delayeddelayed so long as (i) such assignment or sublease shall be for a term expiring on or before the expiration of the Term of this Lease then in effect, subject (ii) LESSEE shall have disclosed to LESSOR the financial terms of the proposed sublease or assignment and (iii) LESSEE shall have provided LESSOR with such information on the proposed assignee or sublessee as LESSOR Shall have reasonably requested, and LESSOR shall have determined, in its judgment reasonably exercised, that the use of the Leased Premises by the proposed assignee or sublessee is not incompatible with the other uses in the Building and that the proposed assignee or sublessee is at least as creditworthy as LESSEE was on the Term Commencement Date, In lieu of giving its consent, LESSOR shall have the option to enter into a direct lease with the proposed sublessee or assignee on substantially the same terms and conditions as are contained in this Paragraph 15. In Lease, except for rent, which shall be as set forth in LESSEE's disclosure of financial terms to LESSOR, LESSOR shall exercise such option by notice given to LESSEE within three (3) weeks after the information described in clause (iii) above has been supplied to LESSOR, but in no event of any intent shall LESSOR be required to assign exercise such option until one (1) week after the information described in clause (ii) above has also been supplied to LESSOR, If LESSOR exercises such option, this Lease or sublet any portion or all of shall terminate on the Leased Premises, LESSEE shall notify LESSOR in writing of LESSEE's intent and the proposed effective date of such subletting new lease, If LESSOR does not exercise such option, LESSEE shall be entitled to proceed with its sublease or assignment, but only with the same party and shall request in such notification that LESSOR consent thereto. LESSEE will reimburse LESSOR, on the same terms and conditions as additional rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for consent to assignment or subletting. In the event that the fixed rental to be paid by any subLESSEE, assignee or transferee of LESSEE shall exceed Annual Fixed Rent as set forth in Article 3 herein payable by LESSEE were disclosed to LESSOR. (b) If LESSEE enters into a sublease as permitted under Section 12(a) above, or in the event that LESSEE and any subLESSEE, assignee or transferee guarantor of this Lease shall pay remain liable to LESSEE a sum of money in consideration for such sublease, assignment or transfer, then LESSEE shall pay one-half (1/2) to LESSOR, as additional rent, a sum equal to the amount by which the fixed rent payable by such subLESSEE, assignee or transferee exceeds the Annual Fixed Rent payable under Article 3 herein or an amount equal to such sum of money, except for rental payments made to LESSEE by those subLESSEEs pre-approved below in this Article 15. No assignment or subletting and no consent of LESSOR thereto shall affect the continuing primary liability of LESSEE (which, following assignment, shall be joint and several with the assignee) for the payment of all rent and for the full performance of the covenants and conditions of this Lease. No consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance, and no assignment shall be binding upon LESSOR or any of the LESSOR's mortgagees, Lease unless LESSEE shall deliver to LESSOR an instrument in recordable form which contains a covenant of assumption released from such obligations by the assignee running to LESSOR and all persons claiming by, through or under LESSOR, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge assignee from its liability as a LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease, nor shall execution of such instrument of assumption affect the continuing primary liability of LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If at any time during the Lease Term the identity of any of the persons then having power to participate in the election or appointment of the directors, shareholders, officers, or other persons exercising like functions and managing the affairs of the LESSEE, LESSEE corporation, then LESSEE shall so notify LESSOR in writing, Without LESSOR's consent, but only after at least ten (10) days advance notice to LESSOR, LESSEE may assign this Lease or sublet all or any portion of the Leased Premises to or permit occupancy of the Leased Premises to or permit occupancy of the Leased Premises or any portion thereof by, an affiliated person or affiliated entity. LESSOR has pre-approved the following subtenants, including their affiliates: American DG Energy Inc., Pharos LLC, Levitronix LLC, Levitronix Technologies LLC, GeNo LLC, Tecogen Inc. and Follica Inc. 10. Except as specifically amended herebyFor purposes of this Section, the Lease term affiliated person" shall mean any person who ▇▇▇▇▇ more than a twenty-five percent (25%) interest in LESSEE, and the term 'affiliated entity" shall mean any corporation or other entity which, directly or indirectly, controls or is ratified controlled by, or is under common control with, LESSEE, The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and confirmed in all respects and remains in full force and effectpolicies of another entity through ownership of voting securities.

ASSIGNMENT OR SUBLEASING. LESSEE shall Notwithstanding anything to the contrary in the foregoing, but subject to the further provisions of this Section 10. 1. Landlord agrees not assign, mortgage, pledge, hypothecate or otherwise transfer to unreasonably withhold its consent to any request by Tenant for Landlord's consent to an assignment of this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses, and the like) or allow any other firm or individual to occupy the whole or any part a sublease of the Leased Premises without Premises. (a) If Tenant proposes to assign the prior written consent of LESSOR, or suffer or permit this Lease or the leasehold estate hereby created or enter into 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. LESSOR’s consent shall not be unreasonably withheld or delayed, subject to the conditions contained in this Paragraph 15. In the event of any intent to assign this Lease or sublet any portion or all sublease of the Leased Premises, LESSEE Tenant shall notify LESSOR in writing of LESSEE's intent and deliver written notice thereof to Landlord at least thirty (30) days prior to the proposed effective date of such subletting or assignment, and shall request in such notification that LESSOR consent thereto. LESSEE will reimburse LESSOR, as additional rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for consent to the proposed assignment or subletting. In the event that commencement date of the fixed rental to be paid by any subLESSEE, assignee or transferee term of LESSEE shall exceed Annual Fixed Rent as set forth in Article 3 herein payable by LESSEE to LESSOR, or in the event that any subLESSEE, assignee or transferee shall pay to LESSEE a sum of money in consideration for such proposed sublease, together with (i) a copy of the proposed assignment or transfersublease agreement and (ii) sufficient information to permit Landlord to determine the financial responsibility and character of the proposed subtenant or assignee, then LESSEE its operations and the acceptability thereof. Such delivery and conformity shall pay one-half obligate Landlord to review and evaluate the same, but shall not per se entitle Tenant to Landlord's approval of the proposed assignment or sublease. (1/2b) to LESSOR, as additional rent, a sum equal Any proposed assignment shall be expressly subject to the amount by which the fixed rent payable by such subLESSEEterms, assignee or transferee exceeds the Annual Fixed Rent payable under Article 3 herein or an amount equal to such sum of money, except for rental payments made to LESSEE by those subLESSEEs pre-approved below in this Article 15. No assignment or subletting conditions and no consent of LESSOR thereto shall affect the continuing primary liability of LESSEE (which, following assignment, shall be joint and several with the assignee) for the payment of all rent and for the full performance of the covenants and conditions of this Lease. Any proposed assignment shall contain a written assumption by assignee of all Tenant's obligations under this Lease. Any proposed sublease shall (i) provide that the sublessee shall procure and maintain a policy of insurance as required of Tenant under Section 5.0 hereof, (ii) contain a provision for the benefit of Landlord, substantially in the form set forth in Section 5.4 hereof (i.e., waiver of subrogation provisions), (iii) provide for a copy to Landlord of notice of default by either party thereto and (iv) otherwise be in form reasonably acceptable to Landlord. (c) No assignment or sublease permitted under this Section 10.1 shall be valid unless (i) within ten (10) days of the execution of such sublease or assignment, Tenant delivers to Landlord executed copies of the assignment or sublease (in form and substance satisfactory for recording) and all documents or agreements executed in connection therewith and (ii) the assignment or sublease and all other such documents are materially in conformity with the economic and other terms of the proposed documents and agreements previously delivered to Landlord in connection with Tenant's request for Landlord's consent to the assignment or sublease. (d) Provided that Tenant complies with all of the requirements of this Section 10.1, Landlord's consent to any assignment or subletting shall not unreasonably be withheld; in making its determination as to whether to consent to any proposed assignment or sublease, Landlord may consider, among other things, the credit-worthiness and business reputation of the foregoing in a specific instance shall operate as a waiver in any subsequent instanceproposed assignee or subtenant, and no assignment shall be binding upon LESSOR or any the intended manner of use of the LESSOR's mortgagees, unless LESSEE shall deliver to LESSOR an instrument in recordable form which contains a covenant of assumption Leased Premises by the proposed assignee running or subtenant and any risks to LESSOR and all persons claiming by, through the Real Estate or under LESSOR, but the failure conflicts with other uses or refusal potential uses of the assignee to execute Real Estate posed by such instrument of assumption shall not release or discharge assignee from its liability as a LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease, nor shall execution of such instrument of assumption affect the continuing primary liability of LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If at any time during the Lease Term the identity of any of the persons then having power to participate in the election or appointment of the directors, shareholders, officers, or other persons exercising like functions and managing the affairs of the LESSEE, LESSEE corporation, then LESSEE shall so notify LESSOR in writing. LESSOR has pre-approved the following subtenants, including their affiliates: American DG Energy Inc., Pharos LLC, Levitronix LLC, Levitronix Technologies LLC, GeNo LLC, Tecogen Inc. and Follica Inc. 10. Except as specifically amended hereby, the Lease is ratified and confirmed in all respects and remains in full force and effect.use,

ASSIGNMENT OR SUBLEASING. LESSEE shall not assign, mortgage, pledge, hypothecate or otherwise transfer a. Notwithstanding anything contained in this Lease or sublet (which termto the contrary, without limitation, shall include granting of concessions, licenses, and the like) or allow any other firm or individual to occupy the whole or any part of the Leased Premises Tenant may not assign its interest in this Lease without the prior written consent of LESSORLandlord, which may be withheld in the sole and absolute discretion of Landlord, unless such assignment is to a successor-by-merger or suffer related or permit this Lease or affiliated entity. Tenant may not sublease the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, or encumberedDemised Premises, in whole or in part, whether voluntarilywithout the prior written consent of Landlord, involuntarily, which may be withheld in Landlord's sole and absolute discretion. b. Each sublease of the Leased Premises or by operation of law. LESSOR’s consent any part thereof shall not be unreasonably withheld or delayed, subject and subordinate to the conditions contained provisions of this Lease. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting Tenant shall continue to remain liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Paragraph Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the event case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. c. Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease of any intent to assign this Lease or sublet any portion or all of the Leased Premises, LESSEE shall notify LESSOR in writing and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of LESSEE's intent and the proposed effective date an Event of such subletting or assignment, and shall request in such notification that LESSOR consent thereto. LESSEE will reimburse LESSOR, as additional rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for consent to assignment or subletting. In the event that the fixed rental to be paid by any subLESSEE, assignee or transferee of LESSEE shall exceed Annual Fixed Rent as set forth in Article 3 herein payable by LESSEE to LESSOR, or in the event that any subLESSEE, assignee or transferee shall pay to LESSEE a sum of money in consideration for such sublease, assignment or transfer, then LESSEE shall pay one-half (1/2) to LESSOR, as additional rent, a sum equal to the amount by which the fixed rent payable by such subLESSEE, assignee or transferee exceeds the Annual Fixed Rent payable under Article 3 herein or an amount equal to such sum of money, except for rental payments made to LESSEE by those subLESSEEs pre-approved below in this Article 15. No assignment or subletting and no consent of LESSOR thereto shall affect the continuing primary liability of LESSEE (which, following assignment, shall be joint and several with the assignee) for the payment of all rent and for the full performance of the covenants and conditions of this Lease. No consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance, and no assignment shall be binding upon LESSOR or any of the LESSOR's mortgagees, unless LESSEE shall deliver to LESSOR an instrument in recordable form which contains a covenant of assumption by the assignee running to LESSOR and all persons claiming by, through or under LESSOR, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge assignee from its liability as a LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease, nor shall execution of such instrument of assumption affect the continuing primary liability of LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If at any time during the Lease Term the identity of any of the persons then having power to participate in the election or appointment of the directors, shareholders, officers, or other persons exercising like functions and managing the affairs of the LESSEE, LESSEE corporation, then LESSEE shall so notify LESSOR in writing. LESSOR has pre-approved the following subtenants, including their affiliates: American DG Energy Inc., Pharos LLC, Levitronix LLC, Levitronix Technologies LLC, GeNo LLC, Tecogen Inc. and Follica Inc. 10. Except as specifically amended hereby, the Lease is ratified and confirmed in all respects and remains in full force and effectDefault.

ASSIGNMENT OR SUBLEASING. LESSEE shall a. Notwithstanding anything contained in this Lease to the contrary, Tenant may not assignassign hypothecate, mortgage, pledge, hypothecate pledge or otherwise transfer its interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses, and the like) or allow any other firm or individual to occupy the whole or any part of the Leased Premises without the prior written consent of LESSORLandlord, which may be withheld in the sole and absolute discretion of Landlord, unless such assignment is to a successor-by-merger or suffer an entity controlling, controlled by or permit this Lease or under common control with Tenant. (For purposes of the leasehold estate hereby created or any other rights arising under this Lease to be assignedpreceding sentence, transferred, or encumberedthe term "control" and the derivatives thereof means the ownership of more than fifty percent (50%) of the equity interests in an entity.) Tenant may not sublease the Demised Premises, in whole or in part, whether voluntarilywithout the prior written consent of Landlord, involuntarilywhich may be withheld in Landlord's sole and absolute discretion. For purposes of this Section 17 any transfer of 25% or more of the ownership interest in Tenant, any change in the general partner of Tenant or sale of all or substantially all of the assets of Tenant shall be deemed an assignment requiring Landlord's consent b. Each sublease of the Leased Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. In no event will any sublease be construed as a direct lease or other obligation between Landlord and any subtenant, provided, however, that notwithstanding the foregoing, Landlord shall be named as a third party beneficiary of all subtenants' respective obligations under all subleases. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, and no assignment or sublease shall offset or reduce any of the obligations of the Guarantor under the Guaranty. Notwithstanding any assignment or subletting Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease, as and when required to be paid and performed hereunder. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by operation the assignee in recordable form (and in a form acceptable to Landlord and Lender) wherein the assignee shall agree to assume and agree to observe and perform all of lawthe terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. LESSOR’s consent In the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. c. Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of all or part of the Leased Premises shall not be unreasonably withheld deemed to be a consent to any subsequent assignment or delayedsubletting. Any assignment or subletting without Landlord's consent shall be void and, subject in addition, shall constitute a breach of this Lease. Tenant shall reimburse Landlord as additional rent the greater of: (i) $1,500; and, (ii) Landlord's reasonable attorney's fees (not to exceed $2,500) and costs incurred in conjunction with the conditions contained in this Paragraph 15. In the event processing and documentation of any intent to assign such requested assignment, subletting, transfer, change of ownership or hypothecation of this Lease or sublet Tenant's interest in and to the Leased Premises. d. Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any portion or all sublease of any of the Leased Premises, LESSEE shall notify LESSOR in writing and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of LESSEE's intent and the proposed effective date an Event of such subletting or assignment, and shall request in such notification that LESSOR consent thereto. LESSEE will reimburse LESSOR, as additional rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for consent to assignment or subletting. In the event that the fixed rental to be paid by any subLESSEE, assignee or transferee of LESSEE shall exceed Annual Fixed Rent as set forth in Article 3 herein payable by LESSEE to LESSOR, or in the event that any subLESSEE, assignee or transferee shall pay to LESSEE a sum of money in consideration for such sublease, assignment or transfer, then LESSEE shall pay one-half (1/2) to LESSOR, as additional rent, a sum equal to the amount by which the fixed rent payable by such subLESSEE, assignee or transferee exceeds the Annual Fixed Rent payable under Article 3 herein or an amount equal to such sum of money, except for rental payments made to LESSEE by those subLESSEEs pre-approved below in this Article 15. No assignment or subletting and no consent of LESSOR thereto shall affect the continuing primary liability of LESSEE (which, following assignment, shall be joint and several with the assignee) for the payment of all rent and for the full performance of the covenants and conditions of this Lease. No consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance, and no assignment shall be binding upon LESSOR or any of the LESSOR's mortgagees, unless LESSEE shall deliver to LESSOR an instrument in recordable form which contains a covenant of assumption by the assignee running to LESSOR and all persons claiming by, through or under LESSOR, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge assignee from its liability as a LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease, nor shall execution of such instrument of assumption affect the continuing primary liability of LESSEE for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If at any time during the Lease Term the identity of any of the persons then having power to participate in the election or appointment of the directors, shareholders, officers, or other persons exercising like functions and managing the affairs of the LESSEE, LESSEE corporation, then LESSEE shall so notify LESSOR in writing. LESSOR has pre-approved the following subtenants, including their affiliates: American DG Energy Inc., Pharos LLC, Levitronix LLC, Levitronix Technologies LLC, GeNo LLC, Tecogen Inc. and Follica Inc. 10. Except as specifically amended hereby, the Lease is ratified and confirmed in all respects and remains in full force and effectDefault.