Common use of Assignment or Subletting Clause in Contracts

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Lessor in each instance. Lessee shall seek such consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall not be a waiver of Lessor's rights under this Article as to any subsequent assignment or subletting. Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this Lease.

Assignment or Subletting. Lessee agrees Sublessee shall not have the right to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or (a) ------------------------ assign this Lease or sublet said Demised Premises, Sublease or any part thereof, whether by voluntary act, operation of law, interest under it or otherwise, without obtaining (b) further sublet the prior Sublease Premises unless Sublessee has obtained the written consent of the Prime Lessor for any such assignment or sublease, which consent may be given or withheld by Sublessor for any reason whatsoever, in each instanceSublessor's sole discretion. Lessee On and after January 1, 2002, Sublessor shall seek have the right to locate a new sublessee and enter a new sublease for the Sublease Premises, provided that if Sublessor enters into a new sublease, Sublessee shall automatically be released from libility for any lossess, damages, or expenses which are attributable to the acts or omissions of such consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessarynew sublessee. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting of the Demised Premises Sublessee shall not be relieved of its obligation to pay Sublease Rent, Sublease Operating Expenses, Sublease Real Estate Taxes, or electricity costs in the event the Subleased Premises are sublet to a waiver new sublessee; however, any payments received by Sublessor from a new sublessee of Lessor's rights the Sublease Premises shall be credited to the amounts owed by Sublessee to Sublessor under this Article as to any subsequent assignment Sublease. Any merger or subletting. Lessor's rights to assign this Lease are and consolidation of Sublessee, wherein Sublessee is not the surviving company, shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter deemed to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such an assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this LeaseSublease.

Assignment or Subletting. Lessee Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to assign, sublet, license, concession or otherwise transfer or assign this Lease or sublet said Demised Tenant’s rights in the Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Lessor Landlord in each instance. Lessee Tenant shall seek such consent of Lessor Landlord by a written request therefor, setting forth such information as Lessor Landlord may reasonably deem necessary. Lessor Landlord agrees not to withhold consent unreasonably. Consent by Lessor Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall not be a waiver of Lessor's Landlord’s rights under this Article as to any subsequent assignment or subletting. Lessor's Tenant will be responsible for Landlord’s reasonable attorney fees for review and approval of the sublease document. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee Tenant from any of Lessee's Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignees, sublessee subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LessorLandlord, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee Tenant and shall agree in writing to be bound thereby. Should Lessee Tenant sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental profit received by Lessee over the per square foot rental rate which is being paid by Lessee Tenant shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of subletLandlord, which increase shall be in addition to the Base Rent and Additional Rent due Lessor Landlord under this Lease. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet the Premises without Landlord’s consent to any of the following (a “Permitted Transferee”): (i) any successor corporation or other entity resulting from the merger or consolidation of Tenant; or (ii) any entity that which controls, is controlled by, or is under common control with Tenant.

Assignment or Subletting. Lessee Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Lessor Landlord in each instanceinstance which consent will not be unreasonably withheld, conditioned, denied or delayed. Lessee Tenant acknowledges that it shall be reasonable for Landlord to condition its consent on Tenant curing any then existing defaults under this Lease. Tenant shall seek such consent of Lessor Landlord by a written request therefor, setting forth such information as Lessor Landlord may reasonably deem necessary. Lessor agrees not In the event Tenant proposes to withhold consent unreasonablysublease all of the Demised Premises for the entire remaining term of the Lease or assign the Lease for the entire remaining term of the Lease, Landlord will have the option to terminate this Lease and enter into a direct lease with Tenant's proposed sublessee or assignee. In the event of such termination, Tenant shall have no further liability under this Lease. Consent by Lessor Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall not be a waiver of LessorLandlord's rights under this Article as to any subsequent assignment or subletting. LessorLandlord's rights to assign this Lease are and shall remain unqualifiedunqualified provided assignee assumes Landlord's obligations hereunder excluding assignment to a lender for security purposes. No such assignment or subleasing shall relieve Lessee the Tenant from any of LesseeTenant's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assigneesassignee, sublessee subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LessorLandlord, its successors or and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee Tenant and shall agree in writing to be bound thereby. Should Lessee Tenant sublease all or a portion of the Demised Premises for the balance of the lease term in accordance with the terms of this Lease, fifty percent (50%) and if Landlord, at its option, releases Tenant from any further liability for the portion of any increase the Demised Premises so subleased, the increase, after recovery in full by Tenant of all reasonable costs associated with such sublease, in rental received by Lessee Tenant over the per square foot rental rate which is being paid by Lessee Tenant shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of subletLandlord, which increase shall be in addition to the Base Rent and Additional Rent due Lessor Landlord under this Lease. Should Tenant sublease under any other circumstances in accordance with the terms of this Lease, one-half of any increase, after recovery in full by Tenant of all costs associated with such sublease, in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or of purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this the Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Lessor in each instance. Lessee shall seek such consent of Lessor by a written request therefor, ; setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall not be a waiver of Lessor's rights under this Article as to any subsequent assignment or subletting. Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assigneesassignee, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this Lease.

Assignment or Subletting. Lessee Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended. Tenant further agrees, and with the exception of any related entities, affiliates or surviving mergers, not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Lessor Landlord in each instance. Lessee Tenant shall seek such consent of Lessor Landlord by a written request therefortherefore, setting forth such information as Lessor Landlord may reasonably deem necessary. Lessor Landlord agrees not to withhold consent unreasonably. Consent by Lessor Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall not be a waiver of LessorLandlord's rights under this Article as to any subsequent assignment or subletting. LessorLandlord's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee the Tenant from any of LesseeTenant's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assigneesassignee, sublessee subtenant or transferee transferee, shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LessorLandlord, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee Tenant and shall agree in writing to be bound thereby. Should Lessee Tenant sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental (net of costs incurred in negotiating and consummating the transaction, including, without limitation, marketing and advertising cost, tenant allowances, brokerage commissions and attorneys' fees) received by Lessee Tenant over the per square foot rental rate which is being paid by Lessee Tenant shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of subletLandlord, which increase shall be in addition to the Base Rent and Additional Rent due Lessor Landlord under this Lease.

Assignment or Subletting. Lessee agrees to use and occupy 3.1 The Tenant shall not sublet the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposesnor any portion thereof, in the manner and to substantially the extent now intended, and not to transfer or assign nor shall this Lease or sublet said Demised Premises, or any part thereof, whether be assigned by voluntary act, operation of law, or otherwise, the Tenant without obtaining the prior written consent of Lessor in each instance. Lessee shall seek such the Landlord endorsed hereon, which consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall not be a waiver of Lessor's rights under this Article as unreasonably withheld. Tenant, however, upon advance notice to any subsequent assignment or subletting. Lessor's rights Landlord, shall have the right to assign this Lease are in the event of a corporate reorganization or merger to any new corporate entity of which OncoSec would be a part. Notwithstanding anything to the contrary contained herein, this Tenant shall have the right to sublet the Demised Premises under the following terms and shall remain unqualifiedconditions: if Tenant is intending to sublet the Demised Premises to a third party, Tenant must first present to the Landlord the terms and conditions of the proposed sublease with the new Tenant. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease This proposal must be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume delivered in writing for to the benefit of LessorLandlord sixty (60) days prior to the date on which the sublease is to take effect. Upon receipt, its successors or assignsLandlord shall have the irrevocable right to recapture the Demised Premises presently leased to Tenant, all which right must be exercised within ten (10) days of the termsreceipt of the written notice from Tenant herein. If L▇▇▇▇▇▇▇ agrees to recapture the Demised Premises, covenants then in that event the Tenant shall have no right to sublet the Demised Premises to a third party. However, if the Landlord opts not to recapture the space leased to Tenant, then the Tenant shall have the right to sublet the Demised Premises under the further condition that Tenant shall pay to Landlord the difference between the rent Tenant currently pays to the Landlord under the terms and conditions of this Lease thereafter and the rent to be performed paid by Lessee and the subtenant to Tenant. Additionally, should Landlord fail to respond within the said ten (10) day period to Tenant, then Tenant shall agree in writing have the right to be bound thereby. Should Lessee sublease in accordance with sublet the Demised Premises under the terms and conditions set forth in this paragraph. Despite any sublease or assignment of this the Lease, fifty percent (50%) of any increase in rental received by Lessee over Tenant shall remain liable under the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this Lease.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Lessor in each instance. Lessee shall seek such consent of Lessor by a written request therefor, thereof setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent to any assignment or subletting shall not relieve Lessee of its obligations hereunder. Consent by Lessor to any an assignment of this Lease or to any subletting of the Demised Premises shall should not be a waiver of Lessor's rights under this Article as to any subsequent assignment or subletting. Lessor's rights to assign this Lease are and shall should remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease shall be effective unless the assigneesassignee, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this Lease.

Assignment or Subletting. A. Lessee agrees to use and occupy shall not (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Lessee's interest by operation of law; (iii) further sublet the Demised Premises throughout or any part thereof; or (iv) permit the entire term hereof for occupancy of the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether thereof by voluntary act, operation of law, or otherwiseanyone other than Lessee, without obtaining the prior written consent of Lessor in each instanceand Prime Lessor, which consent Lessor shall not unreasonably withhold, condition or delay. Lessee shall seek such be solely responsible for obtaining the consent of Prime Lessor under the Prime Lease. Any cost of obtaining Prime Lessor's consent shall be borne by Lessee. B. No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Lessee hereunder shall have been cured. No permitted assignment or subletting shall relieve Lessee from Lessee's obligations and agreements hereunder and Lessee shall continue to be liable as a written request thereforprincipal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made. C. If Lessee wishes at any time to assign this Sublease or further sublet the Premises, setting forth it shall first notify Lessor of its wish to do so and shall submit in writing to Lessor such financial and other information as Lessor may deem necessaryreasonably request concerning the proposed sublessee or assignee. Lessee's failure to comply with the provisions of this Section 18(C) shall entitle Lessor agrees not to withhold its consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall not be a waiver of Lessor's rights under this Article as to any subsequent proposed assignment or subletting. Lessor's rights . D. If Lessor consents to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease containedan assignment, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound therebyof all or any portion of Lessee's interests under this Sublease or the Premises. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded execute and deliver to Lessor and retained by Lessor, less any costs incurred by Lessee for such assignment cause the transferee to execute and deliver to Lessor an instrument in a form and substance reasonably acceptable to Lessor setting forth its written assumption of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this Lease.this

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Lessor in each instance. Lessee shall seek such consent of Lessor by a written request therefor, thereof setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent to any assignment or subletting shall not relieve Lessee of its obligations hereunder. Consent by Lessor to any an assignment of this Lease or to any subletting of the Demised Premises shall should not be a waiver of Lessor's rights under this Article as to any subsequent assignment or subletting. Lessor's rights to assign this Lease are and shall should remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease shall be effective unless the assigneesassignee, sublessee or 150 transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this Lease.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining 8.1 Except with the prior written consent of Lessor in each instanceMaster Landlord and Sublandlord, Subtenant shall not (a) assign, convey or mortgage this Sublease or any interest under it; (b) allow any transfer thereof or any lien upon Subtenant’s interest by operation of law; (c) further sublet the Premises or any part thereof or (d) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. Lessee Sublandlord’s consent to an assignment of this Sublease or sublease or all or any portion of the Premises shall seek such consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessarynot be unreasonably withheld or delayed. Lessor agrees not to withhold consent unreasonably. Consent by Lessor If Sublandlord consents to any assignment of this Lease Sublease or to any further subletting of the Demised Premises, Sublandlord shall use commercially reasonable efforts to obtain the consent of Master Landlord. All actual costs of obtaining Master ▇▇▇▇▇▇▇▇’s consent to any proposed transfer of the Sublease or subletting of all or any portion of the Premises shall not be borne by Subtenant, including Sublandlord’s reasonable legal fees and expenses related to the same. Sublandlord shall have the right to reasonably increase the Security Deposit amount held by Sublandlord, or the right to seek additional Security Deposit or letter of credit from sub-subtenant as a waiver condition to granting consent to any sub-sublease or where the Sublandlord reasonably determines that sub-subtenant of Lessor's rights Subtenant may carry out Alterations to the Premises, or any portion thereof, that shall require restoration work at the end of the applicable sub-sublease term. In no circumstances shall Subtenant be relieved of its obligations and liabilities under this Article as to Sublease by way of any subsequent sub- sublease of all or any portion of the Premises. 8.2 No permitted assignment shall become effective and no permitted sublease shall commence unless and until any default by Subtenant hereunder has been cured. No permitted assignment or subletting. Lessor's rights subletting shall relieve Subtenant from Subtenant’s obligations and agreements under this Sublease and Subtenant shall continue to assign this Lease are be liable as a principal and shall remain unqualified. No such not as a guarantor or surety, to the same extent as though no assignment or subleasing shall relieve Lessee subletting had been made. Any additional consideration in excess of Rent received by Subtenant from any sub-subtenant or assignee shall be shared in equal shares with the Sublandlord after Subtenant shall have deducted the reasonable costs and expenses of Lessee's obligations the transaction, strictly limited to, Subtenant’s legal fees of negotiating the transfer instrument, brokerage commission, if any, payable by Subtenant upon the transfer, abatement of rent and tenant improvement allowance (or the cost of improvements constructed by Subtenant for the benefit of transferee) provided to the transferee. 8.3 Notwithstanding anything to the contrary in this Lease containedSublease, nor shall Subtenant may, without Sublandlord’s prior written consent, further sublet the Premises or assign the Sublease to: (i) a parent, subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Subtenant; (ii) an acquirer or purchaser of all or substantially all of Subtenant’s assets; (iii) any assignment entity resulting from a merger, consolidation, or sublease other reorganization of Subtenant; and/or (iv) any entity or person by sale or other transfer of this Lease be effective unless a percentage of capital stock, equity or ownership of Subtenant which results in a change of controlling persons. Any of the assigneesabove are referenced hereafter as “Permitted Transfer” and the transferee is referenced as “Permitted Transferee”. 8.4 Subject to the rights of Subtenant in Section 8.3 above, sublessee Sublandlord shall have the continuing right to recapture all or transferee any portion of the Premises that Subtenant shall at propose to sub-sublease or assign to any third party. Subtenant shall give Sublandlord written notice of and seek approval to any proposed transfer thirty (30) days in advance of the time proposed transfer date, including delivery of the final instrument that shall direct such transfer and Sublandlord shall have ten (10) business days from the date of receipt of such assignmentnotice and instrument to either elect to recapture the transfer space or decline to do so it Sublandlord’s sole and absolute discretion. If Sublandlord elects to recapture the transfer space from Subtenant, sublease or transferSublandlord shall give notice to Subtenant of such election to recapture the transfer space, assume which notice shall be binding upon Subtenant, and as of the date proposed by Subtenant to transfer the transfer space to the third party set forth in writing for the benefit transfer instrument the Sublease shall terminate as to such transfer space. The foregoing recapture right shall not relieve Subtenant of Lessorany of Subtenant’s restoration rights set forth in this Sublease. Where required by the terms and conditions of this Sublease, its successors or assigns, all Subtenant shall prior to the recapture date restore at Subtenant’s sole cost and expense that portion of the Premises due to be surrendered to the Sublandlord in accordance with the terms, covenants and conditions of this Lease thereafter Sublease. Sublandlord will cooperate with Subtenant in determining the date of surrender and vacation of the Premises to be recaptured where material restoration obligations are due to be performed by Lessee and shall agree in writing to be bound therebySubtenant. Should Lessee sublease in accordance with Upon any recapture of a portion of the terms of this LeasePremises, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this LeaseDirect Expense shall be equitably adjusted based on the reduced square footage of the Premises.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining Without the prior written consent of Lessor in each instance. Lessee shall seek such consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting of the Demised Premises Landlord which shall not be unreasonably withheld or delayed, Tenant will not by operation of law or otherwise, assign, transfer, mortgage, or encumber this lease, or sublet or permit the Premises or any part thereof to be used by others; provided, however, the Premises may be sublet to, or used by, an affiliate of Tenant, which is a waiver direct or indirect subsidiary of Lessor's rights under Prime Vision Health, Inc. and Tenant shall have the right to admit new owners into Tenant without the prior written consent of Landlord, and to change the form of entity of Tenant by merger or consolidation so long as Tenant is the surviving entity. Neither this Article as lease nor any interest therein, nor any estate thereby created, shall pass by operation of law or otherwise to any subsequent assignment trustee or subletting. Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment receiver in bankruptcy of Tenant or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing assignee for the benefit of Lessorthe creditors of Tenant. In the event that Tenant by operation of law or otherwise, its successors or assigns, all mortgages, or encumbers this lease or sublets the Premises or any part thereof in violation of this provision, then Landlord shall have the option to cancel and terminate this lease in which event Tenant shall immediately surrender the Premises to Landlord and Tenant shall hold Landlord harmless for any loss or damage, including attorney's fees, which Landlord may suffer by reason of such termination. If this Lease shall be assigned with consent, or if the Leased Premises or any part thereof shall be sublet or occupied by anyone other than Tenant, the Landlord may collect rent from the assignee, other tenant or occupant, and apply the net amount collected to the rent herein reserved. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and shall not be released from performing any terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this Lease.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwiseA. Subtenant shall not, without obtaining the prior written consent of Lessor Sublandlord and Prime Landlord, (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Subtenant's interest by operation of law; (iii) further sublet the Premises or any part thereof; or (iv) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. Transfers of fifty percent (50%) or more of the stock or other ownership interests in each instanceSubtenant, whether in one transaction or in the aggregate, shall be deemed to be an assignment of this Sublease for which prior notice to Sublandlord must be provided (however, Sublandlord's consent shall not be required therefor). Lessee Notwithstanding the foregoing, Subtenant shall seek such consent have the same rights with respect to "Permitted Transfers" that Sublandlord has under the Prime Lease, with the Prime Lease definition of Lessor "Permitted Transfers" (and the provisions of Section 13.4 of the Prime Lease) incorporated herein by reference with references to Prime Landlord referring to Sublandlord and references to Sublandlord referring to Subtenant. If Subtenant desires to assign its interest in this Sublease, or further sublet all or part of the Premises, then Subtenant shall submit a written request thereforto Sublandlord accompanied by such financial and other information concerning the proposed assignee or subtenant, setting forth and the terms of the assignment or further sublease, as Sublandlord may reasonably request. Except for Permitted Transfers, any such information request made by Subtenant to assign this Sublease or enter into a further sublease of all or any portion of the Premises shall be deemed an offer by Subtenant which shall be irrevocable for a period of thirty (30) days to surrender all of the Premises to Sublandlord. If such offer is accepted, such surrender shall be effective as Lessor may deem necessaryof the date that the proposed assignment or further sublease would have commenced. Lessor agrees Subtenant shall quit and surrender the Premises as if this Sublease by its terms expired on such date, and the Base Rent and Additional Rent under Section 8 shall be apportioned as of such date. If Subtenant's offer to surrender the Premises in connection with a proposed assignment or further sublease of all or a portion of the Premises is not accepted by Sublandlord within thirty (30) days, or if Sublandlord declines such offer, then Sublandlord's consent to withhold consent unreasonably. Consent by Lessor to any such an assignment of this Lease Sublease or to any subletting such a further sublease of the Demised Premises shall not be a waiver of Lessor's rights under this Article as unreasonably withheld. Notwithstanding the foregoing, Sublandlord shall not in any event be obligated to consent to any subsequent such proposed assignment or subletting. Lessor's rights to assign this Lease are further subletting unless: (a) the proposed assignee or sub-subtenant is of a financial standing and is engaged in a business and the Premises will be used in a manner which is in keeping with the then standards of the Building; (b) the proposed assignee or sub-subtenant is a reputable party; (c) there shall remain unqualified. No such assignment or subleasing shall relieve Lessee from be no default by Subtenant under any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter Sublease at the time that Sublandlord's consent to any such assignment or sub-subletting is requested and on the effective date of the assignment or the proposed sub-sublease; (d) the proposed assignee or sub-subtenant shall not be (i) a government or any subdivision or agency thereof, (ii) a school college, university or educational institution of any type, whether for profit or non-profit, (iii) a direct competitor of Sublandlord (iv) an employment or recruitment agency, or (v) a telephone solicitation business; (e) such proposed further subletting will result in there being no more than two occupants of the Premises; and (f) the proposed assignee or sub-subtenant is not a tenant or occupant of the Building or a person with whom Sublandlord or Prime Landlord is negotiating with or has negotiated with for the leasing or subleasing of any space in the Building. If Sublandlord consents to any assignment of this Sublease or further subletting of all or any portion of the Premises, Sublandlord shall request the consent of Prime Landlord and deliver to Prime Landlord any information that Subtenant submits in connection with its proposal to assign or sublet. Any cost of obtaining Prime Landlord's consent shall be borne by Subtenant. B. No assignment or further subletting shall relieve Subtenant from Subtenant's obligations and agreements hereunder and Subtenant shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made. C. The consent of Sublandlord or Prime Landlord to an assignment or a subletting shall not relieve Subtenant from its obligation to obtain the express consent in writing of Sublandlord and Prime Landlord to any other assignment or subletting. D. If Subtenant's interest in this Sublease is assigned, or if the Premises or any part hereof is sublet or occupied by anyone other than Subtenant, Sublandlord may collect rent from the assignee, subtenant or occupant and apply the net amount collected to the Base Rent and all Additional Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the provisions of this Section 12 or of any default hereunder or the acceptance of the assignee, subtenant or occupant as Subtenant, or a release of any of the covenants, conditions, terms and provisions on the part of Subtenant to be performed or observed. E. Subtenant shall pay to Sublandlord, as and when received by Lessee and shall agree in writing Subtenant, an amount or amounts equal to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of of: (i) any increase in rental received rent or other consideration due to Subtenant by Lessee over the per square foot rental rate any sub-subtenant which is in excess of the Rent then being paid by Lessee Subtenant to Sublandlord pursuant to the terms of this Sublease, and (ii) any other profit or gain realized by Subtenant from any such assignment or sub-subletting; all sums payable hereunder by Subtenant shall be forwarded paid to and retained Sublandlord as Additional Rent immediately when due and, if requested by LessorSublandlord, less any costs incurred by Lessee for such assignment Subtenant shall promptly enter into a written agreement with Sublandlord setting forth the amount of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under to Sublandlord pursuant to this LeaseSection 12(E). The provisions of this Section 12(E) shall not apply to Permitted Transfers. F. Subtenant shall reimburse Sublandlord for any expenses that may be incurred by Sublandlord in connection with the proposed assignment or sub-sublease, including without limitation the costs of making investigations as to the acceptability of a proposed assignee or sub-subtenant and reasonable legal expenses incurred in connection with the granting of any requested consent to the assignment or sub-sublease, and indemnify Sublandlord and Prime Landlord with respect to any claims made by any broker or finder in connection with the proposed assignment or sub-sublease. G. The Extension Option set forth in Section 38 is personal to the Subtenant named herein and is not assignable to the proposed sub-subtenant or assignee, other than transferees pursuant to a Permitted Transfer.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose Tenant shall not assign, mortgage or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign encumber this Lease nor sublet or sublet said Demised Premises, permit the Leased Premises or any part thereof, whether thereof to be used by voluntary act, operation of law, or otherwiseothers, without obtaining the prior written consent of Lessor Landlord in each instance. Lessee shall seek such , which consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall not be a waiver unreasonably withheld, or delayed. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining the consent of Lessor's rights under this Article as the Landlord to any subsequent further assignment or subletting. LessorThe consent by Landlord will not be given unless: a) the subtenant or assignee assumes the Tenant's rights obligations under this Lease, and b) Tenant remains liable for all its obligations under this Lease, including extensions or renewals provided for herein. Nor will consent be given if Tenant is in default of this Lease. Tenant shall notify Landlord of the name of each proposed assignee or subtenant and shall provide information to assign Landlord pursuant to the financial standing of the proposed assignee or subtenant and shall offer to surrender such space to Landlord. Any subtenant controlled rent or other gain or profit in excess of the base rent and additional rent then being paid by Tenant pursuant to this Lease are and shall remain unqualified. No realized by Tenant from such assignment or subleasing subletting shall relieve Lessee from be shared by Tenant - 50% and Landlord - 50% as additional rent, except in the case of a sublease or assignment to an affiliate or subsidiary of Tenant, in which case Tenant shall retain 100% of any excess profit. Tenant shall have the absolute right without the consent of Lessee's Landlord, but upon notice to Landlord, to assign all of its rights under the Lease to any parent, subsidiary and/or affiliate of Tenant so long as such assignment does not decrease the value of Tenant and provided that Tenant shall remain liable for the full performance of all obligations in of Tenant under this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume and provided that Tenant is not in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor default under this Lease.

Assignment or Subletting. SECTION 1. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose shall not assign, transfer, mortgage or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign pledge this Lease or sublet said Demised Premisesgrant a security interest in Lessee's rights hereunder, or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) or permit anyone other than Lessee to occupy all or any part thereofof the demised premises or suffer or permit this Lease or the leasehold interest 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 voluntary act, operation of law, or otherwiseunless, without obtaining in each instance (i) the prior written consent of Lessor thereto shall have been obtained, which may be withheld in each instance. Lessor's sole discretion, (ii) any defaults then existing with respect to the obligations of Lessee under this Lease shall seek have been cured, (iii) the rental rate of any such consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not sublease is equal to withhold consent unreasonably. Consent by Lessor to any assignment or greater than the rental rate under this Lease for the period of this Lease or corresponding to any subletting the term of the Demised Premises shall not be sublease, and (iv) in the case of a waiver of Lessor's rights under this Article as to any subsequent assignment or subletting. Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such proposed assignment, sublease or transferoccupancy by another person or entity, the proposed assignee, sublessee, or occupant is qualified to do business in Massachusetts and has a sufficient financial net worth to satisfy the obligations of Lessee hereunder, and such assignee, sublessee, or occupant executes and delivers to Lessor an agreement satisfactory to Lessor by which such assignee, sublessee or occupant shall be bound by and shall assume in writing for all the benefit obligations of Lessor, its successors Lessee under this Lease relating to the portion or assigns, all of the termsPremises acquired by such assignee, covenants sublessee or occupant. Notwithstanding anything to the contrary contained herein, Lessee shall have the right to assign its interest in this Lease to an entity which holds the controlling interest in Lessee or of which Lessee holds the controlling interest, provided that (i) any defaults then existing with respect to the obligations of Lessee under this Lease shall have been cured, and conditions (ii) the proposed assignee is qualified to do business in Massachusetts and has a financial net worth at least equal to that of Lessee as of the date of this Lease thereafter and as of the date of such proposed assignment, and such assignee executes and delivers to Lessor an agreement satisfactory to Lessor by which such assignee shall be performed bound by Lessee and shall agree in writing to be bound thereby. Should assume all the obligations of Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this Lease.

Assignment or Subletting. Lessee agrees covenants that he or she will not allow anyone to use and occupy the Demised Premises throughout the entire term hereof for the purpose share said Property, keep roomers or purposes herein specified and for no other purposesboarders, in the manner and to substantially the extent now intendednot assign, and not to sublet, or transfer or assign this Lease or sublet said Demised Premises, Property or any part thereofthereof without ▇▇▇▇▇▇'s prior written consent. Lessee expressly agrees that in the event of a default by Lessee hereunder, whether Lessor may, but shall be under no obligation to do so, sublet the Property for the account of Lessee in which event Lessor will apply the proceeds of such subletting, first, to the cost of such subletting, including advertising and commissions, second, to the repair of damages which exist in the Property, and third, to the rental obligations otherwise owed by voluntary act▇▇▇▇▇▇, operation Lessee remaining fully responsible for the balance of lawthe Lease term as though ▇▇▇▇▇▇ had himself or herself ▇▇▇▇▇ said Property. No Lessee substitutes will be accepted without appropriate written and signed sublease form and in the event of any attempted substitution without appropriate written and signed sublease form, Lessor may declare the Lease in default. Lessor shall charge an administrative fee of $100.00 for each Lessee making application for a Sublease Agreement, or otherwise, without obtaining for adding an additional person to the prior written consent of Lessor in each instance. Lessee shall seek such consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or deleting a person from the Lease. Acceptance of Rent by ▇▇▇▇▇▇ from any assignee, sub-tenant, grantee, successor in interest to any subletting of the Demised Premises ▇▇▇▇▇▇ with or without notice shall not be a waiver of Lessor's rights under this Article as to any subsequent assignment or subletting. Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease obligation to pay Rent or other transfer of this Lease charges herein provided for. ▇▇▇▇▇▇’s Security Deposit will be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with held until the terms of this Lease have been fulfilled. ▇▇▇▇▇▇▇ further agree that if any one of them decides to move out of the Property prior to the end of the Lease term, that the Lessee wanting to move out will continue to pay their full share of all rents and expenses or find a replacement Lessee who is acceptable to the other Lessees. Said replacement must be willing and able to assume the full responsibilities including signing on the original Lease, fifty percent (50%and to provide any guaranty that may be required by ▇▇▇▇▇▇. In the event that the Lessee moves out of the Property and does not find a replacement, it is agreed that ▇▇▇▇▇▇ moving out will continue to pay rent, utility fees, expenses, etc. Subletting will not be accepted by Lessor until all amounts outstanding on original Lessee(s)’ accounts are brought current and all parties have signed the Sublease Agreement on page 10 of this lease. The execution of subletting is the sole responsibility of the original Lessee(s) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this LeaseSub-Lessee(s).

Assignment or Subletting. Lessee agrees to use and occupy a. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest in this Sublease, or the Demised Premises throughout Term or estate granted or the entire term hereof for the purpose or purposes herein specified and for no other purposesrentals under this Sublease, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised the Subleased Premises or any part of the Subleased Premises, or grant any concession or license or otherwise permit occupancy of all or any part thereof, whether of the Subleased Premises by voluntary act, operation of law, any person or otherwise, take any action or undertake any transaction without obtaining the prior written consent of Sublessor and Prime Lessor in each instanceaccordance with Article 13 of the Prime Lease. Lessee shall seek such Neither the consent of Sublessor or Prime Lessor by a written request thereforto an assignment, setting forth such information as Lessor may deem necessary. Lessor agrees not subletting, concession, or license, nor the references in this Sublease to withhold assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee or any assignee, subtenant or sub-subtenant of the requirement of obtaining the consent unreasonably. Consent by of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any assignment, subletting, concession or license for all or any part of the Subleased Premises, Sublessee and any such assignee, subtenant or sub-subtenant under this Sublease agreeing to be bound by the provisions of this Sublease and the Prime Lease or as to any further assignment, subleasing or other arrangement for which consent is required under this Sublease or the Prime Lease. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named in this Sublease and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease, and all acts and omissions of any assignee or subtenant or anyone claiming under or through any assignee or subtenant that shall be in conflict with the terms of this Sublease shall constitute a breach by Sublessee under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part of the Demised Subleased Premises is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee, following notice and the expiration of any applicable cure period, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the Rent payable by Sublessee under this Sublease, but no assignment, underletting, occupancy or collection shall not be deemed a waiver of Lessor's rights the provisions of this Sublease, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants under this Article as Sublease to any subsequent be performed on the part of Sublessee. Any attempted assignment or subletting. Lessor's rights subletting or other arrangement, whether by Sublessee or any assignee or subtenant of Sublessee, without the prior written consent of the Sublessor and Prime Lessor shall be void. b. If the Rent or other consideration payable to assign Sublessee in respect of such subletting or assignment exceeds the Base Rent payable by Sublessee under this Lease are Sublease, then fifty percent (50%) of all such excess rent shall be deemed additional rent owed by Sublessee to Sublessor, and shall remain unqualified. No such assignment be payable monthly to Sublessor by Sublessee in the same manner and on the same terms as installments of Base Rent are payable by Sublessee under this Sublease (or subleasing shall relieve Lessee from any upon Sublessee’s receipt thereof, whichever is earlier), except that Sublessee may recapture, on an amortized basis over the term of Lessee's obligations in this Lease contained, nor shall any assignment or the sublease or other transfer of this Lease be effective unless assignment, any brokerage commission paid by Sublessee in connection with the assignees, sublessee subletting or transferee shall assignment (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and reasonable legal fees incurred by Sublessee in connection with the subletting or assignment (collectively, the “Sub-subletting Costs”). Notwithstanding any assignment, sublease subletting or transfer, assume in writing for the benefit of other transfer by Sublessee or consent thereto by Sublessor or Prime Lessor, its successors or assigns, all Sublessee shall remain fully liable on this Sublease and shall not be released from performing any of the terms, covenants and conditions of this Lease thereafter Sublease. As a condition to be performed by Lessee and Sublessee recapturing the Sub-subletting Costs, Sublessee shall agree in writing provide to be bound thereby. Should Lessee sublease in accordance with the terms Sublessor, within ninety (90) days of this Lease, fifty percent (50%) Sublessor’s execution of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition Sublessor’s consent to the Base Rent assignment or sub-subletting, a detailed accounting of the Sub-subletting Costs and Additional Rent due Lessor under this Leasesupporting documents, such as receipts and construction invoices.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and Sublessee shall not to transfer sublet or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior Sublease hereunder except with the written consent of Sublessor and Primary Lessor in each instance. Lessee shall seek such which consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall not be unreasonably withheld, except that as a waiver of Lessor's rights under this Article as condition to any subsequent assignment or subletting. Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease containedconsent, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, Sublessee agrees that fifty percent (50%) of any increase in rental rent or other charge to be received by Lessee over Sublessee for the per square foot rental rate which is being paid by Lessee use of the Premises in excess of the rent due hereunder shall be forwarded paid to Sublessor. Such consent is not necessary if (a) the sublease or assignment is made to a subsidiary, affiliate or parent company of Sublessee for the manufacturing, storage and retained handling of the same products as manufactured, stored and handled by LessorSublessee and (b) Sublessee remains liable for the obligations of the “Sublessee” hereunder from and after such assignment, less any costs incurred by Lessee for but such assignment consent and permission of subletSublessor must be obtained in the event different products are to be manufactured, which increase stored, and/or handled at the Premises. Consent of the Sublessor will not be unreasonably withheld particularly if such products are compatible and do not alter the physical character of the Building. Provided the Sublessee performs all its covenants, agreements, and obligations hereunder, the Sublessee shall be have the peaceful and quiet enjoyment of the Premises without hindrance on the part of Prime Lessor or Sublessor and Prime Lessor and the Sublessor will warrant and defend the Sublessee in addition to the Base Rent peaceful and Additional Rent due quiet enjoyment of the Premises against the lawful claims of all persons claiming by, through, or under Prime Lessor under this Leaseor Sublessor.

Assignment or Subletting. Lessee Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to use and occupy the Demised Premises throughout the entire term hereof for the purpose sell, assign, mortgage, pledge or purposes herein specified and for no other purposes, in the any manner and to substantially the extent now intended, transfer this Lease or any estate or interest thereunder and not to transfer or assign this Lease or sublet said Demised Premises, the Leased Premises or any part thereof, whether by voluntary act, operation of law, or otherwise, parts thereof without obtaining the prior written consent of Lessor Landlord in each instanceinstance which consent shall not be unreasonably withheld, conditioned or delayed. Lessee Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall seek be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such consent as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of Lessor each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonablythe subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Lessor Landlord to any one assignment of this Lease or to any one licensing or subletting of the Demised Leased Premises shall not be a waiver of LessorLandlord's rights under this Article hereunder as to any subsequent assignment or subletting. Lessor's , or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease containedFurthermore, nor shall Landlord’s consent to any assignment or sublease or other transfer shall not, in the absence of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition language to the Base Rent and Additional Rent due Lessor contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Lease.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose Tenant will not assign, mortgage, pledge, sell, or purposes herein specified and for no other purposes, in the any manner and to substantially the extent now intended, and not to transfer or assign this Lease or any estate or interest hereunder, and will not sublet said Demised Premises, the Premises or any part or parts thereof, whether without express written consent of Landlord, which will not be unreasonably withheld, conditioned or delayed. This Lease, and Tenant’s interest therein, will not be assignable by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Lessor in each instance. Lessee shall seek such consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall not be a waiver of Lessor's rights under this Article as to any subsequent assignment or subletting. Lessor's rights Landlord’s right to assign this Lease are is and shall will remain absolute and unqualified. No Landlord will not be deemed unreasonable in the exercise of its discretion for withholding its consent to any proposed transfer under this section if (i) the occupancy resulting from such assignment transfer will not be consistent with the general character of the business carried on by the tenants of the Building or subleasing shall relieve Lessee violates any rights or options held by any other tenant of the Building; or (ii) the proposed occupant pursuant to the transfer does not have the financial strength and stability to perform its rental obligations or Landlord is unable to obtain guarantees from one or more affiliates of the proposed occupant in order to secure such financial obligations; or (iii) any of Lessee's obligations in proposed sublease does not incorporate this Lease contained, nor shall any assignment or sublease or other transfer of in its entirety so as to be subject to this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the Lease’s terms, covenants and conditions or any such sublease does not require the sublease to attorn to Landlord at Landlord’s option in the event of this Lease thereafter to be performed a default by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of Tenant under this Lease; or (iv) if Tenant does not execute an agreement with Landlord requiring Tenant to pay to Landlord, as Additional Rent, fifty percent (50%) of any increase in rental all moneys or other consideration received by Lessee over the per square foot rental rate which is being Tenant from its transferee (whether paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee Tenant as consideration for such assignment Tenant’s transfer of sublet, which increase shall be in addition property or other assets to the Base Rent and Additional Rent due Lessor transferee or as consideration for the transferee’s occupancy of the Premises) in excess of the amounts owed by Tenant to Landlord under this Lease, which Additional Rent will be paid to Landlord as and when received by Tenant. Notwithstanding anything contained herein to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to any parent, subsidiary or affiliate corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all of the assets of Tenant’s business as a going concern. In the event of a permitted assignment by Tenant, Tenant will remain liable for the faithful performance of all the terms and conditions in this Lease in the event that the assignee will default in the performance of the terms and conditions, or in the payment of the rent required thereby.

Assignment or Subletting. Lessee agrees to use 8.1 Subtenant hereby acknowledges and occupy affirms the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified terms and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation conditions of law, or otherwise, without obtaining the prior written consent of Lessor in each instance. Lessee shall seek such consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting Section 23 of the Demised Premises shall not be a waiver ▇▇▇▇▇▇▇▇▇ and Section 10 of Lessor's the Master Lease and the rights under this Article as of Master Landlord and Overlandlord thereunder, including the rights of Overlandlord and Master Landlord to any subsequent assignment or subletting. Lessor's rights consent to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease Sublease. Subtenant will not assign, sublease, convey or mortgage this Sublease in violation of the foregoing or without Sublandlord’s consent, which consent will not be unreasonably withheld, conditioned or delayed beyond thirty (30) days from Subtenant’s request therefor. Sublandlord shall use reasonable efforts to obtain the consent of Master Landlord and Overlandlord. All costs of obtaining Overlandlord’s and Master Landlord’s consent to any assignment or sublease shall be borne by Subtenant, including but not limited to Sublandlord’s reasonable attorneys fees, and Master Landlord’s fees charged to Sublandlord, in an amount not to exceed Five Thousand Dollars ($5,000.00).; provided, however, Sublandlord shall upon written request from Subtenant provide reasonable back up documentation relating to such fees incurred by Sublandlord. 8.2 No permitted assignment shall be effective and no permitted sublease shall commence unless the assignees, sublessee and until any default by Subtenant hereunder has been cured. No permitted assignment or transferee subletting shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants relieve Subtenant from Subtenant’s obligations and conditions of agreements under this Lease thereafter Sublease and Subtenant shall continue to be performed by Lessee liable as a principal and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Leasenot as a guarantor or surety, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this Leasesame extent as though no assignment or subletting had been made.

Assignment or Subletting. Lessee agrees to use and occupy A. Tenant shall not (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Tenant's interest by operation of law; (iii) further sublet the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether ; or (iv) permit the occupancy of the Premises or any part thereof by voluntary act, operation of law, or otherwiseanyone other than Tenant, without obtaining the Landlord's prior written consent. Landlord's consent of Lessor in each instance. Lessee shall seek such consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any an assignment of this Lease Sublease or to any subletting a further sublease of the Demised Premises shall not be a waiver unreasonably withheld, and if Landlord consents thereto, Landlord shall use reasonable efforts to obtain the consent of LessorPrime Landlord if such consent is required to be obtained under the Prime Lease. Prime Landlord's rights under this Article as refusal to any subsequent assignment or subletting. Lessor's rights consent to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any an assignment or sublease or other transfer shall not be deemed to be an unreasonable withholding of this Lease consent by Landlord hereunder. Any cost of obtaining Prime Landlord's consent shall be borne by Tenant. B. No permitted assignment shall be effective and no permitted sublease shall commence unless the assignees, sublessee and until any default by Tenant hereunder shall have been cured. No permitted assignment or transferee subletting shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants relieve Tenant from Tenant's obligations and conditions of this Lease thereafter agreements hereunder and Tenant shall continue to be performed by Lessee liable as a principal and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition not as a guarantor or surety to the Base Rent and Additional Rent due Lessor under this Leasesame extent as though no assignment or subletting had been made.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Lessor in each instance. Lessee shall seek such consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall not be a waiver of Lessor's rights right under this Article as to any subsequent assignment or subletting. Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assigneesassignee, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this Lease.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining 8.1 Except with the prior written consent of Lessor in each instanceMaster Landlord and Sublandlord, Subtenant shall not (a) assign, convey or mortgage this Sublease or any interest under it; (b) allow any transfer thereof or any lien upon Subtenant's interest by operation of law; (c) further sublet the Premises or any part thereof or (d) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. Lessee Sublandlord's consent to an assignment of this Sublease shall seek such consent of Lessor by a written request therefornot be unreasonably withheld, setting forth such information as Lessor but Sublandlord may deem necessary. Lessor agrees not to withhold consent unreasonablyto a further sublease of all or any part of the Premises in Sublandlord's sole discretion. Consent by Lessor If Sublandlord consents to any assignment of this Lease Sublease or to any further subletting of the Demised Premises Premises, Sublandlord shall not use reasonable efforts to obtain the consent of Master Landlord. All costs of obtaining Master Landlord's consent shall be a waiver of Lessorborne by Subtenant. 8.2 No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Subtenant hereunder has been cured. No permitted subletting shall relieve Subtenant from Subtenant's rights obligations and agreements under this Article Sublease and Subtenant shall continue to be liable as a principal and not as a guarantor or surety, to any subsequent the same extent as though no subletting had been made. 8.3 Sublandlord shall have the same rights as are afforded Landlord under the Master Lease to terminate this Sublease and recapture the Premises in lieu of consenting to an assignment or subletting. Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations sublease and, in this Lease contained, nor shall connection with any assignment or sublease or other transfer of this Lease be effective unless the assigneesSublandlord has approved, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume to receive all consideration payable thereunder which is in writing for the benefit of Lessor, its successors or assigns, all excess of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor payable under this LeaseSublease.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and Tenant shall not to transfer or assign this Lease in whole or in part, nor sublet said Demised Premises, all or any part thereof, whether by voluntary act, operation of law, or otherwisethe Premises, without obtaining the prior written consent of Lessor in each instanceLandlord. Lessee shall seek such The consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall not be constitute a waiver of Lessor's rights under this Article as the necessity for such consent to any subsequent assignment or subletting. Lessor's rights This proh bition against assigning or subletting shall be construed to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall include a prohibition against any assignment or sublease or other transfer subletting by operation of law. If this Lease be effective unless is assigned by Tenant, or if the assigneesPremises or any part thereof are sublet or occupied by any person or entity other than Tenant, sublessee Landlord may collect rent from the assignee, subtenant or transferee shall at occupant, and apply the time of net amount collected to the rent herein reserved, but no such assignment, sublease subletting, occupancy or transfercollection shall be deemed a waiver on the part of Landlord, assume or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained unless expressly made in writing for the benefit by Landlord. Irrespective of Lessorany assignment or sublease, its successors or assigns, all Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. It is agreed that Landlord will not be acting unreasonably in refusing to consent to an assignment or sublease if, in Landlord's opinion, the quality of the business operation of the proposed assignee or subtenant is not equal to that of the Tenant, or such assignee or subtenant may adversely affect the business of the other tenants or the tenant mix at the Site, or if the net worth of such assignee or subtenant is less than that of Tenant, or for any other reason deemed aufficient in Landlord's judgment. If Tenant assigns this Lease thereafter or sublets the Premises to be performed a third party who is not in any way affiliated or connected with Tenant by Lessee and shall agree in writing way of a merger, reorganization, consolidation or otherwise, any rent or additional rent paid to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be tenant in addition to the Base Rent rent payable to Landlord as set forth in this Lease shall be paid by Tenant to Landlord as additional rent. If the Tenant is a corporation, or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of forty-nine (49%) percent shall be deemed an assignment within the meaning and Additional Rent due Lessor under provisions of this Lease.Section. For any request to sublet Eight Hundred (800) square feet (gross) or more: Tenant shall pay Landlord a nonrefundable processing fee of Five Hundred Dollars ($500.00) for each requested assignment or sublease to cover Landlord's costs. This fee shall accompany any request for assignment or sublease. In addition, Tenant shall pay all costs incurred by Landlord in connection with reviewing a request to consent to an assignment or sub-lease, including all of Landlord's attorney's and accountant's fees. For any request to sublet less than Eight Hundred (800) square feet (gross) Landlord shall waive the fees noted in the preceding paragraph

Assignment or Subletting. Lessee agrees Any activity with respect to use this Sublease which could be construed to be covered by the "Assignment and occupy Subletting" provisions of Section 17 of the Demised Premises throughout Master Lease (as modified by this Sublease) shall be subject to the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Lessor Sublandlord in each instance. Lessee shall seek such addition to the consent of Lessor by a written request thereforLandlord, setting as set forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any assignment of this Lease or to any subletting in Section 17 of the Demised Premises Master Lease and shall not be a waiver of Lessorsubject Landlord's rights under this Article as pursuant to any subsequent assignment or subletting. Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all Section 17.5 of the terms, covenants and conditions of this Master Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, receive fifty percent (50%) of any increase in rental received the amount by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional all other consideration paid or payable hereunder exceeds Base Rent due Lessor (allocable to the Premises) payable under the Master Lease for the Term of this Sublease. Subtenant shall not assign this Sublease or further sublet the Premises (or any portion thereof) to any party other than a wholly-owned subsidiary of Subtenant without the prior written consent of Sublandlord, which consent may be withheld in Sublandlord's sole and absolute discretion. Notwithstanding any further sublease of the Premises (or any part thereof) by Subtenant or assignment of this Sublease, Subtenant shall at all times remain liable for the payment of Rent and any other charges payable by Subtenant pursuant to this Sublease and for compliance with all of Subtenant's other obligations under this LeaseSublease. For purposes of this Sublease, any change or transfer of more than fifty percent (50%) of the voting stock of Subtenant or transfer of substantially all of the assets of Subtenant shall be considered an assignment requiring Sublandlord's prior written consent. Any other change or transfer of more than fifty percent (50%) of the voting stock of Subtenant or transfer of substantially all of the assets of Subtenant shall be considered an assignment requiring Sublandlord's prior written consent.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposesSo long as Tenant is not in default under this Lease, Tenant may assign its interest in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any the entire Premises (but not a part thereof, whether by voluntary act, operation ) to (i) a wholly owned corporation or controlled subsidiary of law, Tenant; or otherwise, (ii) the parent corporation through which Tenant is authorized to operate its business. Tenant shall make no other assignment or subletting without obtaining the prior written consent of Lessor Landlord, and upon such terms and conditions as Landlord may approve. A change in each instance. Lessee ownership of Tenant shall seek such consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any be an assignment of this Lease for purposes of this Section. Any assignment or sublease shall not release or relieve Tenant from any obligations of this Lease. Tenant shall pay to Landlord, as Additional Rent, the sum of $3,000.00 to cover Landlord's administrative costs, overhead and counsel fees, plus all out-of-pocket expenses above such amount, in connection with such assignment or subletting consented to by Landlord and any subletting and all additional costs and expenses incurred hereunder. Any assignee of Tenant shall assume Tenant's obligations hereunder and shall deliver to Landlord an assignment and assumption agreement in form satisfactory to Landlord within ten days after the effective date of the Demised Premises assignment. Notwithstanding the foregoing, regardless of Landlord's consent or the need under this Section to obtain Landlord's consent, no assignment or subletting shall release Tenant from this Lease. Acceptance of Rent from any other person shall not be deemed a waiver by Landlord of Lessor's rights under any provision of this Article as Lease. Consent to one assignment or subletting shall not be deemed a consent to any subsequent assignment or subletting. Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any In the event of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer involving rent in excess of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and or Additional Rent due Lessor required under this Lease ("Excess Rent"), Landlord shall participate in the Excess Rent. Tenant shall promptly pay to Landlord, as additional rent, one hundred (100%) percent of all such Excess Rent collected from the assignee or subtenant, and shall supply Landlord with a true copy of each assignment or sublease, and in the case of the former, an originally executed assumption by the assignee of all of Tenant's obligations under this Lease.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining 8.1 Except with the prior written consent of Lessor in each instanceMaster Landlord and Sublandlord, Subtenant shall not (a) assign, convey or mortgage this Sublease or any interest under it; (b) allow any transfer thereof or any lien upon Subtenant's interest by operation of law; (c) further sublet the Premises or any part thereof or (d) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. Lessee shall seek such consent of Lessor by a written request therefor, setting forth such information as Lessor Sublandlord may deem necessary. Lessor agrees not to withhold consent unreasonablyto an assignment or a further sublease of all or any part of the Premises in Sublandlord's sole discretion. Consent by Lessor If Sublandlord consents to any assignment of this Lease Sublease or to any further subletting of the Demised Premises Premises, Sublandlord shall not be a waiver use reasonable efforts to obtain the consent of LessorMaster Landlord. All costs of obtaining Master Landlord's rights under this Article as consent to any subsequent assignment or subletting. Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Lessee from any of Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease shall be borne by Subtenant, including but not limited to Sublandlord's reasonable attorneys fees, and Master Landlord's fees charged to Sublandlord. 8.2 No permitted assignment shall be effective and no permitted sublease shall commence unless the assignees, sublessee and until any default by Subtenant hereunder has been cured. No permitted assignment or transferee subletting shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the terms, covenants relieve Subtenant from Subtenant's obligations and conditions of agreements under this Lease thereafter Sublease and Subtenant shall continue to be performed by Lessee liable as a principal and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with the terms of this Leasenot as a guarantor or surety, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which is being paid by Lessee shall be forwarded to and retained by Lessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor under this Leasesame extent as though no assignment or subletting had been made.

Assignment or Subletting. Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and A. Subtenant shall not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Lessor in each instanceSublandlord (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Subtenant’s interest by operation of law; (iii) further sublet the Premises or any part thereof; or (iv) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. Lessee shall seek such Sublandlord’s consent of Lessor by a written request therefor, setting forth such information as Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any an assignment of this Lease Sublease or to any subletting a further sublease of the Demised Premises shall not be a waiver unreasonably withheld, and if Sublandlord consents thereto, Sublandlord shall use reasonable efforts to obtain the consent of Lessor's rights Prime Landlord if such consent is required to be obtained under this Article as to the Prime Lease. Any reasonable cost of obtaining Prime Landlord’s consent shall be borne by Subtenant. B. No permitted assignment shall be effective and no permitted sublease shall commence unless and until any subsequent default by Subtenant hereunder shall have been cured. No permitted assignment or subletting. Lessor's rights subletting shall relieve Subtenant from Subtenant’s obligations and agreements hereunder and Subtenant shall continue to assign this Lease are be liable as a principal and shall remain unqualified. No such not as a guarantor or surety to the same extent as though no assignment or subleasing shall relieve Lessee from any of Lessee's obligations subletting had been made. C. Notwithstanding anything in this Lease containedSection 12(A) or Section 12(B) to the contrary, nor shall any assignment Subtenant may assign or sublease part or other transfer of this Lease be effective unless the assignees, sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Lessor, its successors or assigns, all of the termsPremises without Sublandlord’s consent to: (i) any corporation or partnership that controls, covenants and conditions is controlled by, or is under common control with, Subtenant; or (ii) any corporation resulting from the merger or consolidation with Subtenant or to any entity that acquires all of this Lease thereafter to be performed by Lessee and shall agree in writing to be bound thereby. Should Lessee sublease in accordance with Subtenant’s assets as a going concern of the terms of this Lease, fifty percent (50%) of any increase in rental received by Lessee over the per square foot rental rate which business that is being paid by Lessee shall be forwarded to conducted on the Premises, as long as the assignee or sublessee is a bona fide entity and retained by Lessor, less any costs incurred by Lessee for such assignment assumes all of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Lessor obligations of Subtenant under this LeaseSublease. Sublandlord’s consent also shall not be required in connection with a public offering of stock by Subtenant.