Common use of Assignment; Sublease Clause in Contracts

Assignment; Sublease. (a) Tenant shall not assign, mortgage, pledge or otherwise transfer this Lease or make any sublease of the Premises, or permit occupancy of any part thereof by anyone other than Tenant (any such act being referred to herein as a “Transfer” and the other party with whom Tenant undertakes such act being referred to herein as a “Transferee”) without the prior written consent of Landlord. Without limitation of the foregoing, Landlord may refuse consent to any Transfer to any governmental authority or agency or to any Transfer which would cause Landlord to be in violation of any ground lease or mortgage on the Property or any other agreement or instrument. Any request by Tenant for such consent shall be in writing and shall include the name of the proposed Transferee, the nature of its business and proposed use of the Premises, complete information as to its financial condition, and the terms and conditions of the proposed Transfer. Tenant shall supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Tenant shall reimburse Landlord for its legal and other expenses in connection with any request for consent. If Tenant is a corporation, partnership, or other business organization, the transfer of ownership interests, whether in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. (b) Any Transfer shall specifically make applicable to the Transferee all of the provisions of this Section so that Landlord shall have against the Transferee all rights with respect to any further Transfer which are set forth herein; no Transfer shall affect the continuing primary liability of Tenant (which shall be joint and several with Transferee); no consent to any of the foregoing in a specific instance shall operate as a waiver in a subsequent instance; and no Transfer shall be binding upon Landlord or its successors, unless Tenant shall deliver to Landlord a recordable instrument containing a covenant of assumption by the Transferee running to Landlord and all persons claiming by, through or under Landlord. The Transferee’s failure to execute such instrument shall not, however, release or discharge Transferee from its liability as a Transferee hereunder. Tenant shall not enter into any Transfer that provides for rental or other payment based on the net income or profits derived from the Premises. With respect to any Transfer, Landlord shall be entitled to receive all amounts received by Tenant in excess of the Rent and additional rent reserved in this Lease applicable to the space being transferred.

Assignment; Sublease. (a) Tenant Lessee shall not assignassign or transfer the whole or any part of this lease or any interest therein, mortgage, pledge nor sublease the whole or otherwise transfer this Lease or make any sublease part of the Premisesleased premises, nor contract for the management or operation of the whole or any part of the leased premises, nor permit the occupancy of any part thereof by anyone any other than Tenant (any such act being referred to person, nor permit transfer of the lease or possession of the leased premises by merger, consolidation or dissolution, nor permit sale of a controlling interest in the voting stock in said corporation without the consent of Lessor, evidenced by resolution, first had and obtained in each instance. It is mutually agreed that the personal qualifications of the parties controlling the corporation named herein as Lessee are a “Transfer” part of the consideration for the granting of this lease and said parties do hereby agree to maintain active control and supervision of the other party with whom Tenant undertakes such act being referred operations conducted on the leased premises. No assignment, voluntary or involuntary, in whole or in part of the lease or any interest therein, and no sublease of the whole or any part of the leased premises, and no contract for the management or operation of the whole or any part of the leased premises, and no permission to herein as a “Transferee”) any person to occupy the whole or any part of the leased premises, shall be valid or effective without the prior written consent of LandlordLessor, first had and obtained in each instance; provided, however, that nothing herein contained shall be construed to prevent the occupancy of said premises by any employee or business invitee of Lessee. Without limitation In the event any consent of Lessor is given for any lease assignment or transfer, the following shall apply in each instance: (i) the Lessor shall be paid additional rent, which may be percentage rate or rates, to equal the full fair market rent, commencing on the effective date of such proposed assignment or transfer, unless on that date the rent being paid under this lease is equal to the full fair market rent; (ii) the Assignee hereby agrees and assumes each and every obligation under the lease, and (iii) other conditions and qualifications determined by the Board of Port Commissioners of Lessor. The rent under this lease and any change resulting therein effective upon any lease assignment or transfer as provided in this paragraph shall be for the remainder of the rental period during which it occurs, and any said rent shall thereafter be subject to rental review at the commencement of subsequent and succeeding rental periods in accordance with the provisions of Paragraph 2 of this lease. Notwithstanding the foregoing, Landlord may refuse consent if a change in rent is made which becomes effective upon any lease assignment or transfer, the rent shall be subject to any Transfer to any governmental authority adjustment applicable during the remainder of said rental period during which the lease assignment or agency or to any Transfer which would cause Landlord to be in violation of any ground lease or mortgage transfer occurred based on the Property or any other agreement or instrument. Any request by Tenant change in the Consumer Price Index if such adjustment is provided for such consent in Paragraph 2 of this lease; provided, however, the "base figure for computing the adjustment" shall be in writing and shall include the name arithmetic average of the three monthly index figures for the sixth, fifth and fourth months immediately preceding the effective date of such proposed Transfereeassignment or transfer for which the Assignee pays additional rent to Lessor to equal the full fair market rent and the "index figure for the adjustment date" shall be the arithmetic average of the three monthly index figures of said Consumer Price Index for the sixth, fifth and fourth months immediately preceding the date such adjustment is effective. In the event any consent of Lessor is given to sublease, the nature following shall apply in each instance: (i) the Lessor shall be paid additional rent, which may be percentage rate or rates, to equal the full fair market rent for the sublease area, commencing on the effective date of its business such proposed sublease and proposed use continuing for a specified period of time which shall not extend beyond the remainder of the Premisesmaster lease rental period during which it occurs or until the termination of the sublease, complete information as whichever occurs first, unless on that date the rent being paid under this lease for said area is equal to its financial conditionthe full fair market rent, and (ii) other conditions and qualifications determined by the terms Board of Port Commissioners of Lessor. As long as said sublease is in effect, said rent for the sublease area shall thereafter be subject to rental review at the commencement of subsequent and conditions of the proposed Transfer. Tenant shall supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Tenant shall reimburse Landlord for its legal and other expenses succeeding master lease rental periods, in connection accordance with any request for consent. If Tenant is a corporation, partnership, or other business organization, the transfer of ownership interests, whether in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. (b) Any Transfer shall specifically make applicable to the Transferee all of the provisions of Paragraph 2 of this Section so lease. In the event the parties cannot agree to an amount that Landlord shall have against is equal to the Transferee all rights with respect to any further Transfer which are set forth herein; no Transfer shall affect full fair market rent described in this paragraph, the continuing primary liability of Tenant (which full fair market rent shall be joint determined by the arbitration procedure described in paragraph 2(c) of this lease, except that the arbitration award shall be for a limited period of time commencing and several with Transfereeending as provided in this paragraph and not for a "rental period" as specified in said paragraph 2(c); no consent . Until said full fair market rent is determined pursuant to any said paragraph 2(c), the Lessee shall continue to make rental payments as required by this lease at the same rate or rates in effect on the effective date of the foregoing in a specific instance shall operate as a waiver in a subsequent instance; and no Transfer lease assignment or sublease. Because of this provision, underpayment of rent, if any, shall be binding upon Landlord or its successors, unless Tenant shall deliver paid to Landlord a recordable instrument containing a covenant of assumption by the Transferee running to Landlord and all persons claiming by, through or under Landlord. The Transferee’s failure to execute such instrument shall not, however, release or discharge Transferee from its liability as a Transferee hereunder. Tenant shall not enter into any Transfer that provides for rental or other payment based on the net income or profits derived from the Premises. With respect to any Transfer, Landlord shall be entitled to receive all amounts received by Tenant in excess Lessor within ten (10) days of the Rent and additional date that the full fair market rent reserved in this Lease applicable to the space being transferredis determined by said arbitration procedure.

Assignment; Sublease. (a) Tenant shall not assign, mortgage, pledge or otherwise transfer this Lease or make any sublease of the Premises, or permit occupancy of any part thereof by anyone other than Tenant (any such act being referred to herein as a “"Transfer” " and the other party with whom Tenant ▇▇▇▇▇▇ undertakes such act being referred to herein as a “"Transferee”") without the prior written consent of Landlord. Without limitation of the foregoing, Landlord may refuse consent to any Transfer to any governmental authority or agency or to any Transfer which would cause Landlord to be in violation of any ground lease or mortgage on the Property or any other agreement or instrument. In all other cases, ▇▇▇▇▇▇▇▇ agrees that it shall not unreasonably withhold its consent to any proposed Transfer of the Premises by ▇▇▇▇▇▇, pending Landlord's satisfactory review of the information to be supplied by Tenant regarding the proposed Transferee's creditworthiness and intended use of the Premises, and the compatibility of such use with the other tenants and the character of the Building. Any request by Tenant for such consent shall be in writing and shall include the name of the proposed Transferee, the nature of its business and proposed use of the Premises, complete information as to its financial condition, and the terms and conditions of the proposed Transfer. Tenant shall supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Tenant shall reimburse Landlord for its legal and other expenses in connection with any request for consent. If Tenant is a corporation, partnership, or other business organization, the transfer of ownership interests, whether in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. . Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇'s consent will not be required for the following "Permitted Transfers": (bi) Any Transfer shall specifically make applicable to the Transferee all of the provisions an assignment or transfer of this Section so Lease to an entity controlling or controlled by or under common control with Tenant, provided that ▇▇▇▇▇▇ gives prompt notice of such assignment to Landlord shall have against the Transferee all rights with respect to any further Transfer which are set forth herein; no Transfer shall affect the continuing primary liability of and in such case Tenant (which shall be will remain fully liable on a joint and several basis with Transferee); no consent to any of the foregoing in a specific instance shall operate as a waiver in a subsequent instance; and no Transfer shall be binding upon Landlord or its successors, unless Tenant shall deliver to Landlord a recordable instrument containing a covenant of assumption by the Transferee running for all of Tenant's obligations hereunder, or (ii) in the event Tenant is acquired by or merged into another entity, provided that Tenant gives prompt notice thereof to Landlord and all persons claiming by, through or under Landlord. The Transferee’s failure provides evidence to execute such instrument shall not, however, release or discharge Transferee from its liability as a Transferee hereunder. Tenant shall not enter into any Transfer Landlord that provides for rental or other payment based on the net income or profits derived from the Premises. With respect to any Transfer, Landlord shall be entitled to receive all amounts received by Tenant in excess worth of the Rent and additional rent reserved entity succeeding to Tenant's interest in this Lease applicable (measured after such acquisition or merger) is greater than the net worth of Tenant at all times during the one-year period prior to the space being transferredacquisition or merger.

Assignment; Sublease. (a) Tenant shall Without prior written consent of Landlord, not to assign, mortgage, pledge or otherwise transfer this Lease or its rights hereunder, or to make any sublease of the Premisessublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant, except that Tenant may assign this Lease without Landlord’s consent to (any such act being referred to herein as i) an entity controlling, controlled by or under common control with Tenant, or (ii) an entity purchasing all of Tenant’s business, assets and liabilities or into which Tenant is merged or consolidated (each entity described in clauses (i) and (ii) of this sentence, a “Transfer” and the other party with whom Tenant undertakes Affiliate”), only if such act being referred Tenant Affiliate has a net worth at least equal to herein that of Tenant as a “Transferee”) without the prior written consent of Landlord. Without limitation of the foregoing, Landlord may refuse consent to date of this Lease. In connection with any Transfer to any governmental authority or agency or to any Transfer which would cause Landlord to be in violation of any ground lease or mortgage on the Property or any other agreement or instrument. Any request by Tenant for such consent shall be to assignment or subletting, to submit to Landlord in writing and shall include (i) the name of the proposed Transfereeassignee or sublessee, (ii) such information as to its financial responsibility and standing as Landlord may reasonably require, (iii) the basic terms and provisions upon which the proposed assignment or subletting is to be made and other reasonable information requested by Landlord; and (iv) the nature of its business and proposed use of the Premises, complete information as to its financial condition, and the terms and conditions of the proposed Transfer. Tenant shall supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Tenant shall reimburse Landlord for its legal and other expenses in connection with any request for consent. If Tenant is a corporation, partnership, or other business organization, the transfer of ownership interests, whether in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. (b) Any Transfer Tenant shall not offer to make or enter into negotiations with respect to an assignment or sublease (i) to any tenant in the Building or the adjacent building at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, unless Landlord has no other space in the Building suitable to accommodate such tenant, (ii) to any party with whom, to Tenant’s knowledge (after first consulting with Landlord), Landlord is then negotiating (or with which it has negotiated in the last six months) with respect to space in the Building or such adjacent building, or (iii) to any party which would be of such type, character or condition as to be inappropriate as a tenant for a comparable office building. (c) Except with respect to an assignment or sublease to a Tenant Affiliate, if Tenant intends to assign this Lease or sublease fifty percent (50%) or more of the Premises, it shall notify Landlord thereof together with identification of the space involved and the contemplated economic terms (“Tenant’s Assignment/Sublease Notice”), and Landlord shall have the option, exercisable by notice to Tenant given within fifteen (15) days after receipt of any such notification and information, to terminate this Lease in the case of a proposed assignment or to terminate this Lease with respect to the space to be sublet in the case of a proposed sublease of at least fifty percent (50%) of the Premises, which termination shall be effective as of the commencement date of such assignment or sublease set forth in Tenant’s Assignment/Sublease Notice. In no event shall Landlord’s right of recapture apply in case of a sublease to a Tenant Affiliate where Tenant will continue to occupy a substantial portion of the Premises. (d) If Landlord does not exercise its right to terminate this Lease pursuant to the foregoing provisions, Landlord shall not unreasonably withhold or delay its consent to an assignment or subletting materially consistent with the information supplied by Tenant in its notification, provided that the terms and provisions of such assignment or subletting, mutatis, mutandis, shall specifically make applicable to the Transferee assignee or sublessee all of the provisions of this Section 5.6 so that Landlord shall have against the Transferee assignee or sublessee all rights with respect to any further Transfer assignment and subletting which are set forth herein; no Transfer assignment or subletting shall affect the continuing primary liability of Tenant (which which, following assignment, shall be joint and several with Transfereethe assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in a subsequent instance; and no Transfer assignment shall be binding upon Landlord or its successorsany of Landlord’s mortgagees, unless such assignee or subtenant agrees to be bound by all of Tenant’s obligations set forth in this Lease, mutatis mutandis. Should Landlord exercise its right to terminate this lease to only a portion of the Premises, Tenant shall deliver be obligated to reimburse Landlord for the cost of demising walls, doors and partitions in compliance with applicable codes and at Building standard finishes, but only to the extent that such demising would have occurred had the Landlord not exercised such termination right and Tenant proceeded with its contemplated assignment or sublease. (e) It shall be reasonable for Landlord to refuse consent to any assignment or sublease to any governmental agency or to any entity which by reputation or expected use is not comparable to other types of tenants in the Building or to an entity which is a recordable instrument containing tenant of the Property or the adjacent building for which Landlord has other suitable accommodations for such tenant in such buildings or to an entity which does not have, in Landlord’s sole good faith determination, a covenant net worth equal or greater to Tenant’s net worth as of assumption by the Transferee running date of this Lease or if the assignment or sublease would cause Landlord to be in violation or any laws or any other lease, Mortgage or other agreement. If Tenant disputes Landlord’s decision to deny consent to an assignment or sublease, Tenant’s sole remedy shall be to seek injunctive relief. Depending on assignee’s or sublessee’s financial standing, Landlord and all persons claiming by, through or under Landlord. The Transferee’s failure to execute such instrument shall not, however, release or discharge Transferee from its liability may require a security deposit as a Transferee condition of its consent. Without limitation of the rights of Landlord hereunder. , if there is an assignment of this Lease by Tenant or a subletting of the Premises by Tenant at a rent which, in either case, exceeds the rent payable hereunder by Tenant, Tenant shall not enter into any Transfer that provides for rental pay to Landlord, as additional rent, fifty percent (50%) of such excess rent, after first deducting the reasonable costs incurred by Tenant in connection with such assignment or sublease, including without limitation brokerage fees, attorneys fees, improvement allowances and other tenant concessions. For purposes of this Section 5.6, the term “rent” shall mean all Fixed Rent, additional rent or other payment based on the net income or profits derived from the Premises. With respect to any Transfer, Landlord shall be entitled to receive all amounts received by Tenant in excess of the Rent and additional rent reserved in this Lease applicable to the space being transferredand/or consideration payable hereunder.

Assignment; Sublease. (a) Tenant shall not assign, mortgage, pledge or otherwise transfer this Lease or make any sublease of the Premises, or permit occupancy of any part thereof by anyone other than Tenant (any such act being referred to herein as a “"Transfer” " and the other party with whom Tenant undertakes such act being referred to herein as a “"Transferee”") without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, subject to the other provisions of this Section 6.3. Without limitation Any Transfer or attempted Transfer not in compliance with all of the foregoing, Landlord may refuse consent to any Transfer to any governmental authority or agency or to any Transfer which would cause Landlord to terms and conditions set forth in this Section 6.3 shall be in violation of any ground lease or mortgage on the Property or any other agreement or instrument. void. (b) Any request by Tenant for such Landlord's consent shall be in writing and to a Transfer shall include the name of the proposed Transferee, the nature of its business and proposed use of the Premises, complete reasonable information as to its financial condition, and the terms and conditions of the proposed Transfer. Tenant shall supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Subject to paragraph (g) below, it shall be reasonable for Landlord to refuse consent to any Transfer to any governmental agency or to any Transferee whose tangible net worth and financial strength is not reasonably satisfactory to Landlord in light of the terms of the Transfer. Provided Tenant has promptly supplied all required information to Landlord, Landlord shall respond to Tenant's request within ten (10) days of its receipt of such request, and the failure of Landlord to respond within said ten (10) days shall be deemed to be approval of the Transfer by Landlord, provided that the request for consent from Tenant shall specifically refer to the provisions of this sentence. Tenant shall reimburse Landlord for its reasonable legal and other expenses in connection with any request for consent. If Tenant is a corporation, partnership, or other business organization, the transfer of ownership interests, whether in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. (bc) Any Transfer shall specifically make applicable to the Transferee all of the provisions of this Section so that Landlord shall have against the Transferee all rights with respect to any further Transfer which are set forth herein; no . No Transfer shall affect the continuing primary liability of Tenant (which except that such liability shall be joint and several with Transfereeany assignee of this Lease); no consent . Consent to any of the foregoing a Transfer in a specific instance shall operate as not be deemed consent to any subsequent Transfer or a waiver in a subsequent instance; and no of the requirement of consent to any future Transfer. No Transfer shall be binding upon Landlord or its successorsany of Landlord's mortgagees, unless Tenant shall deliver to Landlord a recordable instrument containing a covenant of assumption by the Transferee running to Landlord and all persons claiming by, through or under Landlord. The Transferee’s 's failure to execute such instrument shall not, however, release or discharge Transferee from its liability as a Transferee hereunder. Tenant shall not enter into any Transfer that provides for rental or other payment based on the net income or profits derived from the Premises. With respect to any Transfer, Landlord shall be entitled to receive fifty percent (50%) of all amounts "Bonus Rent," which Bonus Rent shall be payable by Tenant to Landlord on a monthly basis. For purposes of this Lease, Bonus Rent shall mean all rent and other consideration attributable to Tenant's interests in the Premises and under this Lease received by Tenant in excess of the Rent and Base Rent, additional rent reserved and other sums payable by Tenant to Landlord under this Lease, prorated according to the fraction of the Rentable Square Feet in the Premises that is affected by such Transfer, for the period of the Transfer, minus (x) Tenant's reasonable expenses in connection with such Transfer for brokerage commissions, legal fees, advertising expenses and Alterations for the benefit of the Transferee and (y) the unamortized portion of the expenses incurred by Tenant in connection with the Leasehold Improvements, which expenses shall be amortized on a straight-line basis over the balance of the Term remaining as of the completion of such Leasehold Improvements or Alterations. (d) If Tenant requests Landlord's consent to a proposed Transfer, (x) Landlord shall have an option to cancel and terminate this Lease applicable if Tenant requests Landlord's consent to assign the Lease or to sublet all of the Premises for the balance of the Term; or (y) if the request is to sublet a portion of the Premises such that, when such portion is combined with all portions of the Premises previously sublet by Tenant, Tenant will be subletting more than fifteen percent (15%) of the Rentable Square Feet in the Premises, Landlord shall have the option to cancel and terminate this Lease with respect to the space being transferredportion for which Landlord's consent is sought (the "Recaptured Space"). For purposes of illustration only, if Tenant has previously sublet twelve percent (12%) of the Rentable Square Feet in the Premises and subsequently requests Landlord's consent to sublet an additional five percent (5%) of the Rentable Square Feet in the Premises, Landlord shall have the option to terminate this Lease with respect to the additional five percent (5%) portion of the Premises, and if Tenant subsequently requests Landlord's consent to sublet any portion of the Premises thereafter (regardless of the size of such portion), Landlord shall have the further option to terminate this Lease with respect to such additional portion (regardless of whether it has previously exercised any recapture right). Landlord shall exercise the aforesaid option by written notice to Tenant within thirty (30) days after Landlord's receipt from Tenant of any request for Landlord's consent to such assignment or sublease, and in such case such cancellation or termination shall occur as of the date set forth in Landlord's notice of exercise of such option, which shall not be less than sixty (60) days nor more than one hundred twenty (120) days following the giving of such notice. If Landlord exercises Landlord's option to cancel this Lease or any portion thereof, Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of the option, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Premises at the expiration of the Term. If this Lease is cancelled as to a portion of the Premises only, (a) the Rentable Square Feet in the Premises shall be the rentable area of the Premises (excluding the Interior Common Areas , areas containing the Building's Systems and the Recaptured Space) calculated by an architect, reasonably acceptable to Landlord and Tenant, in accordance with the American National Standard Method for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇.▇-▇▇▇▇, published by the Building Owner's and Manager's Association, (b) the Tenant's Percentage and the Base Rent shall be reduced in portion to the reduction in the Rentable Square Feet in the Premises, and (c) before any tenant is permitted to occupy or use any Recaptured Space, Landlord, at its sole expense and without material interference with Tenant's use and enjoyment of the remainder of the Premises, shall construct all walls necessary to separate the Recaptured Space from the remainder of the Premises, all entrances, lobbies and corridors necessary to provide access to the Recaptured Space without passing through any portion of the remainder of the Premises and, if the Recaptured Space comprises less than a full floor of the Building, common rest rooms on such floor (the "Interior Common Areas"), and all pipes, wires, ducts, conduits and other systems and equipment necessary to provide heating, ventilation, air-conditioning, electricity, plumbing, telecommunications and other utilities and services to the Recaptured Space and the Interior Common Areas (the "Recaptured Utilities"). If Landlord does not exercise Landlord's option to cancel this Lease with respect to all or any portion of the Premises pursuant to the foregoing provisions, Landlord's consent to a Transfer shall continue to be required in accordance with the other provisions of this Section 6.3. (e) Any agreement by which Tenant agrees to enter into or execute any Transfer at the direction of any other party, or assigns its rights in the income arising from any Transfer to any other party, shall itself constitute a Transfer hereunder. (f) Tenant shall have no right to assign this Lease or sublet all or any portion of the Premises, and any such assignment or sublease shall, at Landlord's option, be void, unless on both (i) the date on which Tenant notifies Landlord of its intention to enter into any assignment or sublease and (ii) the date on which such assignment or sublease is to take effect, Tenant is not in default of any of its obligations under this Lease after notice to Tenant and expiration of applicable grace periods.

Assignment; Sublease. (a) Tenant shall not assign, mortgage, pledge or otherwise transfer this Lease or make any sublease of the Premisessublease, or permit occupancy of the Demised Premises or any part thereof by anyone other than Tenant (any such act being referred to herein as a “Transfer” and the other party with whom Tenant undertakes such act being referred to herein as a “Transferee”) Tenant, whether voluntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord. Without limitation of the foregoing, Landlord may refuse which consent to shall not be unreasonably withheld or delayed, it being understood that any Transfer to any governmental authority assignment or agency or to any Transfer which would cause Landlord to be in violation of any ground lease or mortgage on the Property or any other agreement or instrument. Any request by Tenant for sublease made without such consent shall be in writing void. Tenant’s right to sublease or assign shall be limited to one transfer only and there shall include the name of the proposed Transfereebe no further assignment, the nature of its business and proposed use of the Premises, complete information as to its financial condition, and the terms and conditions of the proposed Transfersubletting or transfer permitted hereunder. Tenant shall supply such additional information about the proposed Transfer and Transferee as No consent by the Landlord reasonably requestsshall be construed to relieve Tenant from obtaining consent of Landlord to any further assignment, subletting or other transfer. Tenant shall reimburse Landlord promptly, as Additional Rent, for its reasonable legal and other expenses expense incurred by Landlord in connection with any request by Tenant for consent. If Tenant is a corporation, partnership, consent to any assignment or other business organization, the transfer of ownership interests, whether in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the countersubletting. (b) Any Transfer The parties hereby agree that it shall specifically make be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed transfer, where one or more of the following applies, without limitation, as to other reasonable grounds for withholding consent: (i) the proposed transferee is of a character or reputation or engaged in a business which is not consistent with the quality or reputation of the Property; (ii) the proposed transferee intends to use the Demised Premises, or applicable portion thereof, for purposes which are not permitted under this Lease or are otherwise incompatible with the operation of the Commercial Building; (iii) the proposed transferee is an existing tenant of the Commercial Building or a person with whom Landlord is negotiating with respect to a prospective tenancy in the Commercial Building or a renewal or extension of an existing lease or for expansion space; (iv) the proposed transferee is a government agency or instrumentality thereof; (v) the proposed transferee does not have a reasonable financial condition (including, without limitation, net worth) in relation to the Transferee obligations to be assumed in connection with the transfer; (vi) Tenant has committed and failed to cure a material default at the time Tenant requests consent to the proposed transfer; (vii) the portion of the Demised Premises to be transferred or the portion remaining after the transfer or both do not have adequate access or egress or is otherwise unsuitable for rental use; or (viii) the portion of the Demised Premises as proposed to be configured or the portion remaining after the transfer, or both together, is/are reasonably estimated by Landlord to result in excessive costs to Landlord which will not be fully reimbursed; or (ix) the proposed use of the Demised Premises by the proposed transferee would result in a violation by Landlord of agreements or covenants contained in other leases of space in the Commercial Building. In the event Landlord elects to withhold consent to any proposed assignment or sublet under this Section, Landlord shall identify in writing to Tenant the terms or conditions of the proposed assignment or sublease that provide the basis for Landlord’s withholding of consent. The foregoing notwithstanding, nothing herein shall prohibit: (a) any transfer to any affiliate, subsidiary, parent or successor of Tenant that controls, is controlled by, or is under common control of Tenant; (b) any transfer of the Tenant’s interest in the Lease by operation of law, the merger or consolidation of the Tenant with or in any other firm or corporation; or (c) the transfer or sale of substantially all of the provisions assets or stock of the Tenant (each of items (a) through (c) being a “Permitted Transfer”, and the resulting entity a “Permitted Transferee”), so long as such Permitted Transferee has a net worth equal to or greater than the original Tenant named herein possessed at the time of the execution of this Section so Lease, or, in the sole but reasonable discretion of Landlord, demonstrates sufficient financial strength to satisfactorily fulfill all of the original Tenant’s obligations under this Lease; provided, however, that Tenant shall be required to notify Landlord at least thirty (30) days in advance of such Permitted Transfer. (c) Prior to Tenant’s entering into an agreement for any assignment or subletting or other transfer for which Landlord’s consent is required, Tenant shall notify Landlord in writing and request Landlord’s written approval. Such notice shall be accompanied by (i) a commercially customary memorandum containing all of the terms of the proposed assignment or sublease or other transfer signed by Tenant and the proposed transferee, (ii) a certified balance sheet and income and expense statement for the most recent complete fiscal year of such proposed transferee (or in the case of a proposed sublessee, written evidence reasonably acceptable to Landlord that there has been no adverse change in Tenant’s financial position since the inception of the Lease (which information Landlord agrees to hold strictly confidential), (iii) a commercially customary statement of such proposed transferee’s business history and business use, and (iv) a plan of the space which is to be the subject of the transfer, if less than the entire Demised Premises. (d) Notwithstanding anything herein contained to the contrary; Tenant shall, prior to offering or advertising the Demised Premises, or any portion thereof for sublease, assignment or other transfer, give written notice to Landlord of such intent, identifying in such notice (the “Recapture Offer”) the affected portion of the Demised Premises (“Recapture Premises”) and period of time (“Recapture Period”) during which Tenant proposes to sublet the Recapture Premises or to assign its interest in the Lease. Landlord shall have against the Transferee all rights with respect following options, to any further Transfer which are set forth herein; no Transfer shall affect be exercised by notice (“Exercise Notice”) given to Tenant within forty five (45) days after receipt from Tenant of a Recapture Offer: (i) Landlord may require Tenant to surrender the continuing primary liability of Tenant (which shall be joint and several with Transferee); no consent to any of the foregoing in a specific instance shall operate as a waiver in a subsequent instance; and no Transfer shall be binding upon Landlord or its successors, unless Tenant shall deliver to Landlord a recordable instrument containing a covenant of assumption by the Transferee running Recapture Premises to Landlord and all persons claiming byto accept a termination of this Lease as to the Recapture Premises as of a date (the “Termination Date”) to be designated by Landlord in the Exercise Notice, through or under Landlord. The Transferee’s failure to execute such instrument shall not, however, release or discharge Transferee from its liability as a Transferee hereunder. Tenant which date shall not enter into any Transfer that provides for rental or other payment based on be less than thirty (30) days nor more than ninety (90) days following the net income or profits derived from date of Landlord’s Exercise Notice; or (ii) Landlord may require Tenant to assign the Premises. With respect to any Transfer, Landlord shall be entitled to receive all amounts received by Tenant in excess portion of the Rent and additional rent reserved in this Lease applicable to the space being transferredRecapture Premises to Landlord, without merger of Landlord’s estate, effective as of the day preceding the proposed sale, assignment, sublease or transfer. If Landlord shall elect to require Tenant to surrender the Recapture Premises, then this Lease, with respect to the Recapture Premises, shall expire on the Termination Date and the Lease shall be amended as of the Termination Date to reflect the surrender, including, without limitation, revision of the Annual Fixed Rent and Tenant’s Pro Rata Share. Tenant shall be responsible for the cost of constructing or re-construction of demising walls and a public corridor and entrances to the public corridor, if required, whether the Recapture Premises are surrendered to Landlord or sublet, assigned or transferred by Tenant. (e) If Landlord shall not exercise either of the options contained in subsection (d), Tenant shall be permitted, subject to obtaining Landlord’s consent pursuant to subsection (a), to assign or otherwise transfer its interest in the Lease or sublease the Recapture Premises. In the event of such assignment, sublease or other transfer, Tenant shall pay to Landlord, as Additional

Assignment; Sublease. (a) Tenant Not without the prior consent of Landlord, which consent shall not be unreasonably withheld or delayed, to assign, mortgage, pledge or otherwise transfer this Lease or to make any sublease of the Premisessublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant (Tenant; any such act being referred to herein as a “Transfer” and the other party with whom Tenant undertakes such act being referred to herein as a “Transferee”) assignment or sublease made without the prior written consent of Landlord. Without limitation of the foregoing, Landlord may refuse consent to any Transfer to any governmental authority or agency or to any Transfer which would cause Landlord to be in violation of any ground lease or mortgage on the Property or any other agreement or instrument. Any request by Tenant for such consent shall be void (any assignment, sale or transfer of any ownership interest in writing and Tenant, beneficially or of record, which results in the transfer of control of Tenant to any entity other than inTEST Corporation, or an entity controlled by controlling or under common control with inTEST Corporation shall include the name of the proposed Transfereeconstitute an assignment); as additional rent, the nature of its business and proposed use of the Premises, complete information as to its financial condition, and the terms and conditions of the proposed Transfer. Tenant shall supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Tenant shall reimburse Landlord promptly for its reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent. If Tenant is a corporation, partnership, consent to assignment or other business organization, the transfer of ownership interests, whether in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. (b) Any Transfer shall specifically make applicable to the Transferee all of the provisions of this Section so that Landlord shall have against the Transferee all rights with respect to any further Transfer which are set forth hereinsubletting; no Transfer assignment or subletting shall affect the continuing primary liability of Tenant (which which, following assignment, shall be joint and several with Transfereethe assignee); and no consent to any of the foregoing in a specific instance shall operate as a waiver in a any subsequent instance; and no Transfer shall be binding upon Landlord . A transfer of any ownership interest in Tenant or its successorsissuance of any additional ownership interests in Tenant which results in the transfer of control of Tenant to any entity other than inTEST Corporation, unless Tenant shall deliver to Landlord a recordable instrument containing a covenant of assumption or an entity controlled by the Transferee running to Landlord and all persons claiming by, through controlling or under common control with inTEST Corporation shall constitute an assignment of this Lease. In the event of any unreasonable withholding of consent, Landlord. The Transferee’s failure 's sole liability will be an order to execute such instrument shall not, however, release or discharge Transferee from grant its liability as a Transferee hereunder. Tenant consent and Landlord shall not enter into be liable in any Transfer that provides event for rental any consequential or other payment based on damages. In the net income event that any assignee or profits derived from the Premises. With respect subtenant pays to Tenant any Transfer, Landlord shall be entitled to receive all amounts received by Tenant in excess of the Annual Base Rent and additional rent reserved then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the Premises, Tenant shall, after subtracting from such excess the reasonable expenses incurred by Tenant in such assignment or subletting, promptly pay one hundred (100%) percent of said excess to Landlord as and when received by Tenant. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, that Landlord's consent shall not be required in connection with (1) the sale of all or substantially all of the assets of Tenant, if Tenant is a corporation, or (2) the assignment or transfer of this Lease, and the term and estate hereby granted, to any corporation or other entity controlled by, controlling or under common control with Tenant or to any corporation into which Tenant is merged or with which Tenant is consolidated, provided that such corporation or other entity shall have a net worth at least equal to that of Tenant immediately prior to such merger or consolidation (such corporation being hereinafter called "Assignee"), and is upon the express condition that, with respect to a sale, merger or consolidation, Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease applicable on the part of Tenant to be performed, and whereby Assignee shall expressly agree that the provisions of this Section 5.6 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. The listing of any name other than that of Tenant, whether on the doors in the Building or on the Building directory, or otherwise, shall not operate to vest in any such other person, firm or corporation any right or interest in this Lease or in the Premises or be deemed to effect or evidence any consent of Landlord. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the space being transferredrent and other charges herein reserved, then due and hereafter becoming due, but no assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the liability and obligation of further performance by Tenant of covenants on the part of Tenant herein contained. Any consent by Landlord to a particular assignment or subletting shall not in any way diminish the prohibition stated in the first sentence of this Section 5.6 or the continuing liability of the Tenant named in Article 1 as the party-Tenant under this Lease. No assignment or subletting or use of the Premises by an affiliate of Tenant, or otherwise, shall affect the Permitted Uses for which the Premises may be used as stated in Article 1.

Assignment; Sublease. (a) Tenant shall not The Company may assign, mortgagetransfer, pledge encumber or otherwise transfer dispose of this Lease or make any sublease interest therein or part thereof for any lawful purpose under the Act. With respect to any assignment, the Company shall comply with the following conditions: (1) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (2) Such assignment shall include the entire then unexpired term of this Lease; and (3) A duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee in proper form for recording, by which the assignee shall assume all of the Premisesterms, covenants and conditions of this Lease on the part of the Company to be performed and observed. (b) The Company shall have the right to sublet all or permit occupancy any part of the Project to a single entity for any lawful purpose under the Act. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease may provide, at the Company’s option, that the City’s consent shall not be required in respect of any part thereof by anyone other than Tenant further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act. (c) Notwithstanding the foregoing, the right of the Company to assign or sublease any such act being referred to herein as a “Transfer” and the other party with whom Tenant undertakes such act being referred to herein as a “Transferee”) interests in this Lease without the prior written consent of Landlord. Without limitation of the foregoing, Landlord may refuse consent City shall only apply to assignments made (A) to any Transfer to any governmental authority or agency or to any Transfer which would cause Landlord to be in violation of any ground lease or mortgage on the Property or any other agreement or instrument. Any request by Tenant for such consent shall be in writing and shall include the name of the proposed Transferee, the nature of its business and proposed use of the Premises, complete information as to its financial condition, and the terms and conditions of the proposed Transfer. Tenant shall supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Tenant shall reimburse Landlord for its legal and other expenses in connection with any request for consent. If Tenant is a corporation, partnershipentity whose long-term debt, or other business organizationthe long-term debt of an entity controlled by, the transfer of ownership interests, whether under common control with or controlling such entity has at least a rating in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. (b) Any Transfer shall specifically make applicable to the Transferee all of the provisions of this Section so that Landlord shall have against the Transferee all rights with respect to any further Transfer which are set forth herein; no Transfer shall affect the continuing primary liability of Tenant (which shall be joint and several with Transferee); no consent to any of the foregoing in top three long term debt rating categories by any nationally recognized rating agency; (B) so long as the Company shall remain secondarily liable, to any such entity; or (C) to an entity controlled by or under common control with or controlling the Company, so long as such entity has a specific instance net worth of at least $5,000,000 at the time of such assignment or sublease. Any assignee of all the rights of the Company shall operate as a waiver in a subsequent instance; agree to be bound by the terms of this Lease and no Transfer any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease and any other documents related to the Bonds, the Company shall be binding upon Landlord released from and have no further obligations under this Lease or its successors, unless Tenant shall deliver any agreement related to Landlord a recordable instrument containing a covenant of assumption by the Transferee running to Landlord and all persons claiming by, through or under Landlord. The Transferee’s failure to execute such instrument shall not, however, release or discharge Transferee from its liability as a Transferee hereunder. Tenant shall not enter into any Transfer that provides for rental or other payment based on the net income or profits derived from the Premises. With respect to any Transfer, Landlord shall be entitled to receive all amounts received by Tenant in excess issuance of the Rent and additional rent reserved in this Lease applicable to the space being transferredBonds.

Assignment; Sublease. A. The provisions of this Lease Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Except as otherwise set forth in this Lease Agreement (a) Tenant including, but not limited to, Section 39), Lessee shall not assign, mortgage, pledge or otherwise transfer assign this Lease Agreement or make transfer any sublease of the Premises, or permit occupancy of any part thereof by anyone other than Tenant (any such act being referred to herein as a “Transfer” and the other party with whom Tenant undertakes such act being referred to herein as a “Transferee”) interest in same without the prior written consent of Landlordthe Mayor of the City, provided, however, that Lessee may, without such written consent, from time to time, one or more times, sublease or grant rights to third parties to use all or parts of the Leased Premises for the purposes for which the Leased Premises are hereby let, specifically as detailed in Section 1 of this Lease Agreement. Without limitation The Mayor of the City may withhold consent to an assignment or sublease for any or no reason, if such withholding of consent is deemed in the best interest of the City. No assignment or sublease approved by City or shall in any way release Lessee from its obligations hereunder. B. A transfer subject to the foregoing prohibition shall be deemed to include any attempt by Lessee to make or permit any voluntary or involuntary, total or partial, sale, lease, assignment, conveyance, mortgage, pledge, encumbrance, or other transfer of any or all of the Leased Premises, the improvements thereon, or transfer, convey or assign (i) any interest of a managing member, general partner, or controlling affiliate or stockholder (any such interest being referred to as a “Controlling Interest”) in the Lessee or (ii) a Controlling Interest in any entity which has a Controlling Interest in the Lessee. Any person to whom any Transfer is attempted without the consent of City (if applicable) shall have no claim, right or remedy whatsoever hereunder against City, and City shall have no duty to recognize any person claiming under or through the same. Notwithstanding the foregoing, Landlord may refuse consent Lessee shall have the right to any Transfer to any governmental authority transfer membership interests within Lessee without City's consent. C. Notwithstanding the foregoing, if (i) the members of the Lessee remove a managing member of the Lessee in accordance with the terms of Lessee’s Amended and Restated Operating Agreement or agency (ii) a Mortgagee removes or to any Transfer which would cause Landlord causes to be removed a managing member of Lessee in violation accordance with the terms of any ground lease the Mortgagee’s loan documents, such removal shall not constitute a default under this Lease or mortgage on require the Property or any other agreement or instrumentconsent of the City. Any request by Tenant for such Except in the event of removal of the existing affiliated managing member in accordance with the terms of Lessee’s Amended and Restated Operating Agreement, the members shall have the right to substitute an unaffiliated managing member only with the prior consent of City, which consent shall not be in writing and shall include the name of the proposed Transfereeunreasonably withheld or delayed; provided however that, the nature of its business and proposed use of the Premises, complete information as to its financial condition, and the terms and conditions of the proposed Transfer. Tenant shall supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Tenant shall reimburse Landlord for its legal and other expenses in connection with any request for consent. If Tenant is a corporation, partnership, or other business organization, the transfer of ownership interests, whether in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. (b) Any Transfer shall specifically make applicable to the Transferee all of the provisions of this Section so that Landlord shall have against the Transferee all rights with respect to any further Transfer which are set forth herein; no Transfer shall affect the continuing primary liability of Tenant (which shall be joint and several with Transferee); no consent to any of the foregoing in a specific instance shall operate as a waiver in condition of City consent, it may require a subsequent instance; and no Transfer shall be binding upon Landlord or its successors, unless Tenant shall deliver to Landlord a recordable instrument containing a covenant of assumption by the Transferee running to Landlord and all persons claiming by, through or under Landlord. The Transferee’s failure replacement managing member to execute such instrument shall notdocuments as City reasonably deems appropriate to evidence the Lessee’s continuing obligations to be bound by the Lease and each and every provisions thereof. D. Notwithstanding the foregoing, however, release or discharge Transferee from its liability as a Transferee hereunder. Tenant City’s consent shall not enter into any Transfer that provides for rental be required prior to (i) the Mortgage of the Leased Premises (or other payment based on the net income or profits derived from the Premises. With respect leasehold equivalent thereof) to any TransferMortgagee not requiring consent, Landlord shall be entitled to receive all amounts received by Tenant in excess (ii) a transfer of the Rent and additional rent reserved Leased Premises to a Mortgagee by foreclosure or transfer in this Lease applicable to lieu of foreclosure (or the space being transferred.leasehold equivalent thereof), or any subsequent transfer by such Mortgagee or third-party purchaser; or