Common use of Assignment and Subletting by Tenant Clause in Contracts

Assignment and Subletting by Tenant. Tenant may not assign its interest in this Lease or sublet the whole or any part of the Premises without the prior consent of Landlord, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s written consent, which consent will shall not be unreasonably withheldwithheld provided no Event of Default then exists. Notwithstanding any permitted assignment or subletting, delayed or conditioned. Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not be released from its obligations hereunder nor shall the guaranty in limitation of the Lease by Air Industries Group be terminated or released. Any assignment of any other rights and remedies provided for in this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as at law. Tenant makes an absolute assignment to Landlord of such assignments and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord subleases and any rent, lease security deposits and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease. 4.16.2 In the event Tenant desires to assign this Lease from or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant’s or assignee’s business to be conducted on the Premises, the rental rate, and after any other particulars of the date proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or other appropriate officer of assignment; the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter) in compliance with the terms of this Lease; and (c) a copy of the proposed sublease or assignment or letter of intent. Tenant shall pay to Landlord, upon Landlord’s demand therefor, Landlord’s reasonable attorneys’ fees incurred in the review of such documentation and in documenting Landlord’s consent, plus an administrative fee of $500.00 as Landlord’s fee for processing such proposed assignment or Proposed Assignee sublease. Receipt of such fees shall fail not obligate Landlord to approve the proposed assignment or sublease. 4.16.3 In determining whether to grant or withhold consent to a proposed assignment or sublease, Landlord may consider, and weigh, any commercially reasonably factor it deems relevant, in its sole and absolute discretion. 4.16.4 Within fifteen (15) Business Days after Landlord’s receipt of all required information to be supplied by Tenant pursuant to this paragraph, Landlord shall notify Tenant of Landlord’s approval, disapproval or conditional approval of any proposed assignment or subletting or of Landlord’s election to recapture as described below. Landlord shall have no obligation to respond unless and until all required information has been submitted. In the event Landlord approves of any proposed assignment or subletting, Tenant and the proposed assignee or sublessee shall execute and deliver to Landlord an assignment (or subletting) and assumption agreement in form and content satisfactory to Landlord. 4.16.5 Any transfer, assignment or hypothecation of any of the stock or interest in Tenant, or the assets of Tenant, or any other transaction, merger, reorganization or event, however constituted which (a) results in fifty percent (50%), or more of such stock, interest or assets going into different ownership, or (b) is a subterfuge denying Landlord the benefits of this paragraph, shall be deemed to be an assignment within the meaning and provisions of this paragraph and shall be subject to the provisions of this paragraph. 4.16.6 If Landlord consents to any assignment or sublease and Tenant receives rent or any other consideration, either initially or over the term of the assignment or sublease, in excess of the Base Rent and Additional Rent (or, in the case of a sublease of a portion of the Premises, in excess of the Base Rent paid by Tenant on a square footage basis under this Lease) (such amount being referred to herein as the “Gross Profit”), Tenant shall pay to Landlord fifty percent (50%) of the Net Profit. As used herein, the “Net Profit” means the Gross Profit less the reasonable and customary marketing and transaction expenses incurred by Tenant in making such assignment or sublease including, without limitation, rent concessions such as free rent, marketing expenses, tenant improvements, reasonable and customary brokerage fees, and reasonable legal fees, provided that, for purposes of calculating the Net Profit, such expenses shall be amortized over the term of the applicable assignment or sublease. 4.16.7 Landlord shall have the right to recapture the Premises or the applicable portion thereof (a processing fee “Recapture”) by giving written notice of One Thousand Five Hundred such Recapture to Tenant within fifteen ($1,500.0015) Dollars Business Days after receipt of Tenant’s written request for Landlord’s consent to such proposed assignment or subletting. Tenant shall have no right to retract its request for Landlord’s consent to assign or sublease once such request has been made. Such Recapture shall terminate this Lease as to the applicable space effective on the prospective effective date of assignment or subletting, which shall be the last day of a calendar month and shall not be earlier than forty-five (increased 45) Business Days after receipt of Tenant’s request hereunder. If less than the entire Premises are recaptured, this Lease shall remain in full force and effect with respect to that remaining area not recaptured by 2% each year commencing 1/1/17) Landlord. Tenant shall surrender that portion of the Premises recaptured by Landlord in connection accordance with the proposed sublet or assignment terms and conditions of this lease;Lease. Notwithstanding the first sentence of this subparagraph, Landlord shall have no right to Recapture the Premises or applicable portion thereof if Tenant’s proposed assignment or sublet is to an Affiliate or a Permitted Transferee. (d) Tenant shall fail 4.16.8 Notwithstanding anything to furnish Landlord with a true the contrary in this Lease, provided that all amounts due under this Lease have been paid in full and correct copy further provided that no Event of the sublease or assignment and assumption Default exists, upon not less than thirty fifteen (3015) days prior Business Days advance written notice to execution for Landlord but without Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlordconsent, Tenant may assign this Lease or sublet all or any portion of the Premises to a corporation an Affiliate of the Tenant, provided (a) that Tenant has delivered to Landlord satisfactory evidence that the assignee or other subtenant is an Affiliate of the Tenant, (b) Tenant reimburses Landlord on demand for all reasonable costs and expenses incurred by Landlord in determining compliance with the terms of this subparagraph 4.16.8, including reasonable attorneys’ fees, and (c) such entity which is a direct or indirect subsidiary remains an Affiliate of GuarantorTenant subsequent to the date of such assignment and for the remainder of the Lease Term. In all events, Tenant shall remain liable for its obligations under this Lease despite any such transfer. 4.16.9 Notwithstanding anything to the contrary in this Lease, provided that all amounts due under this Lease have been paid in full and further provided that no Event of Default exists, Tenant may, upon not less than fifteen (g15) Without consent of Business Days advance written notice to Landlord Tenant may but without Landlord’s consent, assign this Lease in conjunction or connection with any merger, consolidation, corporate reorganization (other than pursuant to the bankruptcy laws), or the holders sale of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary assets of Tenant or its parent company; up to forty-nine percent (49%) the sale or other transfer of all or substantially all of the PremisesTenant’s stock or other ownership interests (directly or indirectly), provided that the resulting or transfer equity interests in connection with going public. surviving corporation or transferee (ias applicable) Under no circumstances shall (a) assumes all of the liabilities and obligations of the Tenant or Guarantor be released from any liability under this Lease in a writing in form and substance reasonably satisfactory to Landlord, and (b) has a tangible net worth immediately following such transaction certified to Landlord by an independent certified public accountant equal to or Guarantygreater than the tangible net worth of Tenant as of the date of this Lease or the date immediately prior to such transaction (whichever is greater), in each case as determined in accordance with generally accepted accounting principles. Tenant agrees (x) that it shall furnish to Landlord evidence of any such completed transfer within five (5) Business Days after the date of such transfer, (y) that Tenant shall remain liable for its obligations under this Lease, despite any such transfer, and (z) to reimburse Landlord on demand for all reasonable costs and expenses incurred by Landlord in determining compliance with the terms of this subparagraph 4.16.9, including reasonable attorneys’ fees.

Assignment and Subletting by Tenant. 4.16.1 Except with respect to transfers pursuant to 4.16.7, below, Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s consent, which consent will not may be unreasonably withheldgranted or denied in accordance with this paragraph. Notwithstanding any permitted assignment or subletting, delayed or conditioned. Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default and written notice to Tenant (unless Tenant is a debtor in a bankruptcy proceeding, in which event no notice shall be required), if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. 4.16.2 In the event Tenant desires to assign this Lease or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant’s or assignee’s business to be released from its obligations hereunder nor conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the guaranty proposed subtenant or assignee, including recent financial statements certified as accurate and complete by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof reasonably satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease by Air Industries Group be terminated Term (or released. Any assignment for the entire term of the sublease, if shorter) in compliance with the terms of this Lease or subletting Lease; and (c) a copy of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment ifor letter of intent. Tenant shall pay to Landlord, upon Landlord’s demand therefor, Landlord’s reasonable attorneys’ fees incurred in the review of such documentation and in documenting Landlord’s consent (not to exceed $1,500.00 in the aggregate). Receipt of such fee shall not obligate Landlord to approve the proposed assignment or sublease. 4.16.3 Without limiting what may be construed as a factor considered by Landlord, Tenant agrees that any one or more of the following will be proper grounds for Landlord’s disapproval of a proposed assignment or sublease: (a) The proposed assignee (“Proposed Assignee”) refuses or subtenant does not, in Landlord’s good faith judgment, have financial worth or creditworthiness or sufficient financial worth to provide insure full and timely performance under this Lease; or Landlord with has received insufficient evidence of the financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date worth or creditworthiness of the proposed assignmentassignee or subtenant to make the determination set forth in this clause; (b) Landlord has had prior negative leasing experience with the proposed assignee or subtenant or believes, in Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in a business, or the Premises or any part of the Premises will be used in a manner, that is not in keeping with the then standards of the Building, or that is inappropriate for the Building, or that will violate any negative covenant as to use contained in any other lease of space in the Building; (c) The Proposed Assignee use of the Premises by the proposed assignee or subtenant will not be permitted under the Permitted Use; or (d) An Event of Default has occurred and remains uncured under this Lease. 4.16.4 Within fifteen (15) Business Days after Landlord’s receipt of all required information to be supplied by Tenant pursuant to this paragraph 4.16, Landlord shall notify Tenant of Landlord’s approval, disapproval or conditional approval of any proposed assignment or subletting or, subject to the terms and conditions set forth in subparagraph 4.16.7, below, of Landlord’s election to recapture as described below. Any instance of disapproval or conditional approval by Landlord shall be delivered to Tenant with reasons therefor in reasonable detail. Landlord shall have no obligation to respond unless and until all required information has been submitted. In the event Landlord approves of any proposed assignment or subletting, Tenant and the proposed assignee or sublessee shall execute and deliver to Landlord an assignment (or subletting) and assumption agreement in form and content reasonably satisfactory to Landlord. 4.16.5 Any transfer, assignment or hypothecation of any of the stock or interest in Tenant, or the assets of Tenant, or any other transaction, merger, reorganization or event, however constituted which (a) results in fifty percent (50%), or more of such stock, interest or assets going into different ownership; provided, however, that: (i) Tenant may assign its entire interest under this Lease or sublet the Premises to any successor to Tenant by purchase, merger, consolidation or reorganization, provided that (A) after such transaction is completed the net worth and creditworthiness of the successor entity is equal to or greater than those of Tenant prior to such purchase, merger, consolidation or reorganization; and (B) such transaction includes a transfer of a majority or controlling interest in Tenant made in connection with an initial public offering of the stock of Tenant, and (ii) after Tenant has become a publicly-traded corporation, any subsequent transfer of a majority or controlling interest of Tenant on a nationally recognized public stock exchange shall not agree constitute an assignment of this Lease which requires Landlord’s approval (hereinafter, collectively, referred to as “Permitted Transfer”), or (b) is a subterfuge denying Landlord the benefits of this paragraph, shall be deemed to be an assignment within the meaning and provisions of this paragraph and shall be subject to the provisions of this paragraph 4.16. 4.16.6 If Landlord consents to any assignment or sublease and Tenant receives rent or any other consideration, either initially or over the term of the assignment or sublease, in excess of the Base Rent and Additional Rent (or, in the case of a sublease of a portion of the Premises, in excess of the Base Rent paid by Tenant on a square footage basis under this Lease), Tenant shall pay to Landlord fifty percent (50%) of such excess, after deducting any reasonable out-of-pocket advertising, leasing commissions, or other marketing costs and improvements or other out-of-pocket concessions incurred in connection with such assignment or sublease. 4.16.7 In the event that Tenant provides Landlord with written notice of Tenant’s desire to assign this Lease or sublet all or any portion of the Premises pursuant to Section 4.16.2, above, unless such assignment or sublease is undertaken in connection with a Permitted Transfer, Landlord shall have the right to recapture the Premises or the applicable portion thereof (a “Recapture”) by giving written notice of such Recapture to Tenant within fifteen (15) Business Days after receipt of Tenant’s written request for Landlord’s consent to such proposed assignment or subletting. Tenant shall have no right to retract its request for Landlord’s consent to assign or sublease once such request has been made. Such Recapture shall terminate this Lease as to the applicable space effective on the prospective effective date of assignment or subletting, which shall be the last day of a calendar month and shall not be earlier than forty-five (45) Business Days after receipt of Tenant’s request hereunder. If less than the entire Premises are recaptured, this Lease shall remain in full force and effect with respect to that remaining area not recaptured by Landlord. Tenant shall surrender that portion of the Premises recaptured by Landlord in accordance with the terms and conditions of this Lease. Notwithstanding the first sentence of this subparagraph 4.16.7, Landlord shall have no right to Recapture the Premises or applicable portion thereof if: (a) Tenant’s proposed assignment or sublet is to a Qualified Tenant Affiliate, or (b) Tenant’s proposed sublet (i) is for a term that is less than 90% of the remaining Lease Term; and (ii) together with any previous sublets encompass, in the aggregate, net rentable area less than seventy-five percent (75%) of the total net rentable area of Premises. 4.16.8 Notwithstanding the above restrictions on subletting and assignments, Landlord’s prior consent shall not be required for any assignment or subletting to an Affiliate of Tenant (as defined below) or a Parent of Tenant (as defined below), provided (a) that such assignee has a creditworthiness (e.g. assets and capitalization) and net worth (which shall be determined on a pro forma basis using generally accepted accounting principles consistently applied and using the most recent financial statements) not less than that of Tenant as of the Effective Date, (b) that such assignee or subtenant agrees in writing to be bound by the terms and conditions of this Lease and to assume all of the obligations and liabilities of Tenant under this Lease from and after the date of assignment; Lease, (c) that Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish provides Landlord with prior written notice of its intent to assign or sublease all or a true and correct copy portion of the sublease or assignment and assumption Premises not more than sixty (60) nor less than thirty (30) days prior to execution the effective date of such assignment or sublease, and (d) that the proposed assignment or sublease with such person or entity is not a so-called “sham” transaction intended by Tenant to circumvent the provisions of this paragraph 4.16. In the event of any assignment or subletting pursuant to this paragraph 4.16.8, Tenant shall remain fully liable as a primary obligor and principal for LandlordTenant’s review obligations and approval and a fully executed counterpart of the sublease or assignment and assumption of responsibilities under this Lease, including, but not limited to, the payment of all rent and charges required hereunder and the performance of all conditions and obligations to be performed under this Lease. For purposes of this paragraph 4.16.8., an “Affiliate of Tenant” shall mean any corporation, limited liability company, association, trust, or partnership (i) that Controls (as applicableherein defined) Tenant, within ten (10ii) days after that is under the date Control of Tenant, through stock ownership or otherwise, (iii) that is under common Control with Tenant, or (D) which results from the execution of same; (e) The Proposed Assignee is not solvent merger or is generally held in disrepute; (f) Without consent of Landlordconsolidation with Tenant, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at assets of and interest in Tenant. For the Premises. purposes hereof, a “Parent of Tenant” shall mean any corporation, limited liability company, association, trust, or partnership (hA) Without consent of Landlordthat Controls Tenant, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine (B) that owns more than fifty percent (4950%) of the Premisesissued and outstanding voting securities of Tenant. The terms “Control” or “Controls” as used in this paragraph 4.16.8 shall mean the power to directly or indirectly influence the direction, management, or transfer equity interests in connection with going public. (i) Under no circumstances shall policies of Tenant or Guarantor be released from any liability under such other entity. As used in this Lease, the term “Qualified Tenant Affiliate” means an Affiliate of Tenant or Parent of Tenant who has taken an assignment of this Lease or Guarantyhas subleased the Premises in accordance with the terms of this paragraph 4.16.8.

Assignment and Subletting by Tenant. A. Tenant may not assign its interest in this Lease shall not, directly or sublet the whole indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant's leasehold estate hereunder (collectively "Assignment"), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises ("Sublease") or any portion thereof without Landlord's prior written consent being had and obtained in each instance, subject to the prior consent of Landlord, which consent will not be unreasonably withheld, delayed or conditioned. terms and conditions contained in this Section. B. If Tenant shall remain primarily liable and responsible under this Lease in the event of desires at any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment time to enter into an Assignment of this Lease or subletting a Sublease of the Premises without notification to and consent by Landlord or any portion thereof, Tenant shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of request, in writing, at least 12 months ending no earlier than six months and no later than three months fifteen (15) business days prior to the effective date of the Assignment or Sublease, Landlord's consent to the Assignment or Sublease, and shall provide Landlord with the following information: (1) The name of the proposed assignmentassignee, subtenant or occupant; (2) The nature of the proposed assignee's, subtenant's or occupant's business to be carried on in the Premises; (3) The terms and provisions of the proposed Assignment or Sublease and a copy of such documents; and (4) Such financial information concerning the proposed assignee, subtenant or occupant which Landlord shall have requested following its receipt of Tenant's request for consent. Tenant's notice shall not be deemed to have been served or given until such time as Tenant has provided Landlord with all information reasonably requested by Landlord pursuant to this subparagraph B. Tenant shall immediately notify Landlord of any modification to the proposed terms of such Assignment or Sublease. C. Within fifteen (15) business days following receipt of Tenant's request and complete documentation satisfying the requirements of this paragraph, Landlord shall notify Tenant in writing of its election either to (a) consent to the proposed Assignment or Sublease, (b) refuse to consent to the proposed Assignment or Sublease, or (c) terminate this Lease in full with respect to an Assignment or terminate in part with respect to a proposed Sublease which would result in the Sublease by Tenant of fifty percent (50%) or more of the total Rentable Area then leased by Tenant in the Project and which is for a term of one-half or more of the remaining then-current Term and enter into a lease directly with the proposed assignee or sublessee. If Landlord approves such Assignment or Sublease, or fails to respond within said fifteen (15) business day period, Tenant shall be free for a period of one hundred twenty (120) days after the end of said fifteen (15) business day period to assign its entire interest in this Lease or to sublet such space to the entity specified in Tenant's original request upon the terms set forth therein. If Tenant so desires, Tenant may request Landlord to waive its recapture right for one or more transactions of the type which would be susceptible to recapture by Landlord pursuant to the foregoing, to which request Landlord will respond in writing within ten (10) business days after Tenant's notice to Landlord requesting such waiver (which notice shall specify that Landlord has fifteen (15) business days to respond thereto and shall be sent to Landlord's address for notices specified in Section I. above, with a copy to H. E. Xxx Xxxxxxxx, Esq., MONY Law, also at Landlord's address for notices). Landlord and Tenant agree (by way of example and without limitation) that Landlord shall be entitled to take into account any fact or factor which Landlord reasonably deems relevant to such decision, including but not necessarily limited to the following, all of which are agreed to be reasonable factors for Landlord's consideration: (1) The Proposed Assignee financial strength of the proposed assignee or subtenant (which must be reasonably acceptable to Landlord). (2) The experience of the proposed assignee or subtenant with respect to businesses of the type and size which such assignee or subtenant proposes to conduct in the Premises. (3) The quality and nature of the business and/or services to be conducted in or from the Premises by the proposed assignee or subtenant and in any other locations which it has. (4) Violation of exclusive use rights previously granted by Landlord to other tenants of the Building or Project. (5) The quality of the appearance of the Premises resulting from any remodeling or renovation to be conducted by the proposed assignee or subtenant, and the compatibility of such quality with that of other premises in the Building. (6) Whether the business in the Premises is, and whether the business to be operated by the proposed assignee or subtenant will be, a "place of public accommodation." (7) Whether there then exists any default by Tenant pursuant to this Lease or any non-payment or non-performance by Tenant under this Lease which, with the passage of time and/or the giving of notice, would constitute a default under this Lease. Moreover, Landlord shall be entitled to be reasonably satisfied that each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease is not impaired or diminished by such Assignment or Sublease. In no event may any assignee or subtenant use the Premises for any use other than the Permitted Use except as expressly approved in writing by Landlord in advance. Landlord and Tenant acknowledge that the express standards and provisions set forth in this Lease dealing with Assignment and Sublease, including those set forth in subsections XVI.D., E. and G. have been freely negotiated and are reasonable at the date hereof taking into account Tenant's proposed use of the Premises and the nature and quality of the Building and Project. No withholding of consent by Landlord for any reason deemed sufficient by Landlord shall entitle Tenant to terminate this Lease or to any abatement of rent. Approval of any Assignment of Tenant's interest shall, whether or not expressly so stated, be conditioned upon such assignee assuming in writing all obligations of Tenant hereunder by a written instrument satisfactory to Landlord. D. If Landlord consents to the Sublease or Assignment within said thirty (30) day period, Tenant may enter into such Assignment or Sublease of the Premises or portion thereof, but only upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to subsection B. above; provided, however, that in connection with such Assignment or Sublease, as a condition to Landlord's consent, Tenant shall pay to Landlord fifty percent (50%) of the excess, if any, of (i) in the case of an Assignment, the rental and other payment obligations of the proposed assignee under the terms of the proposed Assignment over the rental and other payment obligations of Tenant under the terms of this Lease, or (ii) in the case of a Sublease, the amount proposed to be paid by the sublessee over the proportionate amount of rental and other payment obligations required to be paid by Tenant to Landlord under the terms of this Lease as applicable to the portion of the Premises so subleased. E. No consent by Landlord to any Assignment or Sublease by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease, whether arising before or after the Assignment or Sublease. The consent by Landlord to any Assignment or Sublease shall not agree in writing to assume all relieve Tenant of the obligation to obtain Landlord's express written consent to any other Assignment or Sublease. Any Assignment or Sublease that is not in compliance with this Section shall be void and, at the option of Landlord, shall constitute a material default by Tenant under this Lease. The acceptance of rent or payment of any other monetary obligation by Landlord from a proposed assignee or sublessee shall not constitute the consent by Landlord to such Assignment or Sublease. Tenant shall promptly provide to Landlord a copy of the fully executed Sublease or Assignment. F. Any sale or other transfer, including transfer by consolidation, merger or reorganization, of twenty-five percent (25%) or more of the voting stock of Tenant, if Tenant is a corporation, or any sale or other transfer of twenty-five percent (25%) or more of the partnership interest in Tenant, if Tenant is a partnership, shall be an Assignment for purposes of this Section. As used in this subsection, the term "Tenant" shall also mean any entity that has guaranteed Tenant's obligation under this Lease, and the prohibition hereof shall be applicable to any sales or transfers of stock or partnership interests of said guarantor. G. Each assignee or other transferee, other than a sublessee or Landlord, shall assume, as provided in this subsection all obligations of Tenant under this Lease and shall be and remain liable jointly and severally with Tenant for the payment of Monthly Rental and all other monetary obligations hereunder, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the Term; provided, however, that the assignee or other transferee shall be liable to Landlord for rent only in the amount set forth in the Assignment. No Assignment shall be binding on Landlord unless the assignee or Tenant shall deliver to Landlord a counterpart of the Assignment and an instrument in recordable form that contains a covenant of assumption by the assignee satisfactory in substance and form to Landlord, consistent with the requirements of this subsection but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its liability as set forth above. H. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 ET SEQ., (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. I. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and after the date of such assignment; (c) Tenant or Proposed Assignee . Any such assignee shall fail to pay upon demand execute and deliver to Landlord a an instrument confirming such assumption. J. Tenant shall pay Landlord's expenses and reasonable attorneys' fees incurred in processing fee of One Thousand an Assignment or Sublease, but in no event less than Five Hundred Dollars ($1,500.00500.00) Dollars (increased by 2% for each year commencing 1/1/17) in connection with such proposed transfer to cover the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s legal review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent processing expenses of Landlord, Tenant may assign whether or not Landlord shall grant its consent to such proposed transfers. K. All options to extend, renew or expand, if any, contained in this Lease are personal to a corporation or other entity which is a direct or indirect subsidiary Tenant; provided, however, that any Permitted Transferee shall also have the benefit of Guarantorand the right to exercise any such options and rights (including, without limitation, any signage rights granted to Tenant pursuant to Sections XXVIII. and XXXV. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 7.1.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s consent, which consent will not may be unreasonably withheldgranted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, delayed or conditioned. Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. 7.1.2 In the event Tenant desires to assign this Lease or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant’s or assignee’s business to be released from its obligations hereunder nor conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the guaranty proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant, if available, or by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease by Air Industries Group be terminated Term (or released. Any assignment for the entire term of the sublease, if shorter) in compliance with the terms of this Lease or subletting Lease; and (c) a copy of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment ifor letter of intent. Tenant shall pay to Landlord, upon Landlord’s demand therefor, Landlord’s actual attorneys’ fees incurred in the review of such documentation and in documenting Landlord’s consent, plus an administrative fee of $2,000.00 as Landlord’s fee for processing such proposed assignment or sublease. Receipt of such fee shall not obligate Landlord to approve the proposed assignment or sublease. 7.1.3 Without limiting what may be construed as a factor considered by Landlord, Tenant agrees that any one or more of the following will be proper grounds for Landlord’s disapproval of a proposed assignment or sublease: (a) The proposed assignee (“Proposed Assignee”) refuses or subtenant does not, in Landlord’s good faith judgment, have sufficient financial worth to provide insure full and timely performance under this Lease; or Landlord with has received insufficient evidence of the financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date worth or creditworthiness of the proposed assignmentassignee or subtenant to make the determination set forth in this clause; (b) The Proposed Assignee shall not agree Landlord has had prior negative leasing experience with the proposed assignee or subtenant or an affiliate; or, in writing to assume all Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in a business, or the Premises or any part of the obligations Premises will be used in a manner, that is not in keeping with the then standards of Tenant under this Lease from and after the date Building, or that is not compatible with the businesses of assignmentother tenants in the Building, or that is inappropriate for the Building, or that will violate any negative covenant as to use contained in any other lease of space in the Building; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee The use of One Thousand Five Hundred ($1,500.00) Dollars (increased the Premises by 2% each year commencing 1/1/17) in connection with the proposed sublet assignee or assignment of this leasesubtenant will not be permitted under the Permitted Uses; (d) Tenant shall fail to furnish Landlord with a true and correct copy is in default of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart any obligation of the sublease or assignment and assumption of Tenant under this Lease, as applicable, within ten or Tenant has defaulted under this Lease on three (103) days after or more occasions during the twenty-four (24) months preceding the date of the execution of samethat Tenant shall request such consent; (e) The Proposed Assignee Landlord has had written negotiations with the proposed assignee or subtenant, in the three (3) months preceding Tenant’s request, regarding the leasing of space by such proposed assignee or subtenant in the Building or any other buildings owned by Landlord in the metropolitan area in which the Land is not solvent or is generally held located, and in disrepute;each case, Landlord has comparable space available. 7.1.4 Within fifteen (f15) Without consent Business Days after Tenant provides Landlord with the items set forth in Section 7.1.2, Landlord shall notify Tenant of Landlord’s approval, disapproval or conditional approval of any proposed assignment or subletting or of Landlord’s election to recapture as described below. Landlord shall have no obligation to respond unless and until all required information has been submitted. Notwithstanding the foregoing, if any items set forth in Section 7.1.2 have not been provided by Tenant to Landlord, in Landlord’s reasonable discretion, Landlord shall provide Tenant with notice thereof, and such fifteen (15) Business Day period for Landlord’s approval, disapproval or conditional approval of any proposed assignment or subletting shall not commence until all such items requested by Landlord pursuant to Landlord’s written notice to Tenant have been provided to Landlord for review. In the event Landlord approves of any proposed assignment or subletting, Tenant may assign and the proposed assignee or sublessee shall execute and deliver to Landlord an assignment (or subletting) and assumption agreement in form and content reasonably satisfactory to Landlord. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed assignee or sublessee claims that Landlord has unreasonably withheld or delayed its consent to a proposed assignment or sublease or otherwise has breached its obligations under this Section 7, Tenant’s and such assignee’s or sublessee’s sole remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed assignee or sublessee, waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or to terminate this Lease (including, without limitation, pursuant to a corporation Section 1995.310 of the California Civil Code or any successor statutes thereto). 7.1.5 Any transfer, assignment or hypothecation of any of the stock or interest in Tenant, or the assets of Tenant, or any other entity transaction, merger, reorganization or event, however constituted which (a) results in fifty percent (50%), or more of such stock, interest or assets going into different ownership, or (b) is a direct or indirect subsidiary subterfuge denying Landlord the benefits of Guarantorthis paragraph, shall be deemed to be an assignment within the meaning and provisions of this paragraph and shall be subject to the provisions of this paragraph. (g) Without consent of 7.1.6 If Landlord consents to any assignment or sublease and Tenant may assign this Lease receives rent or any other consideration, either initially or over the holders term of the equity interests of Tenant may sell assignment or assign such interests to a third party which acquires all or substantially all sublease, in excess of the business then being conducted by Tenant at Base Rent and Additional Rent (or, in the Premises. (h) Without consent case of Landlord, Tenant may sell or transfer a minority sublease of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) a portion of the Premises, or transfer equity interests in excess of the Base Rent paid by Tenant on a square footage basis under this Lease), Tenant shall pay to Landlord fifty percent (50%) of such excess, less the amount of any actual, out-of-pocket and verifiable costs paid in connection with going publicbrokerage commissions, tenant improvement allowances and alteration costs, commercially reasonable marketing expenses and reasonable attorneys’ fees, if any (“Transaction Expenses”); provided that Tenant furnishes Landlord with invoices and statements in connection with any and all Transaction Expenses in incurred by Tenant in connection therewith. (i) Under no circumstances shall 7.1.7 If Tenant Intends to assign all or Guarantor be released from any liability under portion of its interest in this Lease or Guarantysublease all or any portion of the Premises, Landlord shall have the right to recapture the Premises or the applicable portion thereof (a “Recapture”) by giving written notice of such Recapture to Tenant within fifteen (15) Business Days after receipt of Tenant’s written request for Landlord’s consent to such proposed assignment or subletting. Tenant shall have no right to retract its request for Landlord’s consent to assign or sublease once such request has been made. Such Recapture shall terminate this Lease as to the applicable space effective on the prospective effective date of assignment or subletting, which shall be the last day of a calendar month and shall not be earlier than forty-five (45) Business Days after receipt of Tenant’s request hereunder. If less than the entire Premises are recaptured, this Lease shall remain in full force and effect with respect to that remaining area not recaptured by Landlord. Tenant shall surrender that portion of the Premises recaptured by Landlord in accordance with the terms and conditions of this Lease.

Assignment and Subletting by Tenant. Tenant may not assign shall have the right to assign, sublet or otherwise transfer its interest in this Lease and its rights hereunder to any entity or sublet the whole or any part of the Premises without the prior consent of person, with Landlord’s written consent, which consent will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the proposed assignment, subletting or transfer. Notwithstanding the foregoing, Tenant shall remain primarily liable and responsible under may assign, sublet or otherwise transfer its interest in this Lease without Landlord’s consent, written or otherwise, to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the event Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any such assignment or sublease and of the Lease pursuant to the preceding two (2) sentences, Tenant shall not be released from its obligations liability hereunder nor shall the guaranty of so long as the Lease by Air Industries Group is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be terminated or released. Any assignment released of any and all further liability under this Lease or subletting and if such assignee does not have the Minimum Net Worth as of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the proposed assignment; (b) The Proposed Assignee Minimum Net Worth thereafter, Tenant shall not agree in writing to assume all of the obligations of Tenant be immediately and automatically released from any further liability under this Lease from and after the date of assignment; (c) such subsequent date. Tenant or Proposed Assignee shall fail to pay deliver to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease document of assignment, subletting or assignment and assumption not less than thirty (30) days prior transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to execution for Landlord’s review and approval and restrict or referring in any manner to a fully executed counterpart change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the sublease capital stock of Tenant, or assignment and assumption of this Leaseany subsidiary, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary parent of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going publicTenant. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. A. Tenant may shall not assign its interest in this Lease directly or sublet the whole indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant's leasehold estate hereunder (collectively an "Assignment"), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any portion thereof (collectively a "Sublease") without the Landlord's prior consent of Landlordwritten consent, which consent will shall not be unreasonably withheld, delayed being obtained in each instance, subject to the terms and conditions contained in this Section. B. If Tenant desires at any time to enter into an Assignment or conditioned. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting Sublease of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. or any portion thereof, Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of shall, at least 12 months ending no earlier than six months and no later than three months fifteen (15) days prior to the effective date of the Assignment or Sublease, request in writing Landlord's consent to the Assignment or Sublease and provide the following: (1) The name of the proposed assignmentassignee, sub-tenant or occupant; (2) The nature of the proposed assignee's, subtenant's or occupant's business to be carried on in the Premises; (3) A copy of the proposed Assignment or Sublease; and (4) Such financial information concerning the proposed assignee, subtenant or occupant and other reasonable information regarding the transaction which Landlord shall have requested following its receipt of Tenant's request for consent. C. At any time within fifteen (15) days after Landlord's receipt of the notice specified above, Landlord may by written notice to Tenant elect either to (a) consent to the proposed Assignment or Sublease, (b) The Proposed Assignee refuse to consent to the proposed Assignment or Sublease or (c) terminate this Lease in full with respect to an Assignment or terminate in whole or in part with respect to a Sublease and enter into a lease directly with the proposed assignee or sublessee. In this regard, Landlord and Tenant agree (by way of example and without limitation) that it shall not agree in writing be reasonable for Landlord to assume all withhold its consent if any of the following situations exist or may exist: (1) The proposed transferee's use of the Premises conflicts with the Permitted Use under this Lease or is a type of use that is not desirable or compatible with other uses of the Building or Project; (2) In Landlord's reasonable business judgment, the proposed assignee, sublessee or occupant lacks sufficient business reputation or experience to operate a successful business of the type and quality permitted under this Lease; (3) Tenant is in default pursuant to this Lease or an event has occurred which, with the passage of time and/or the giving of notice, would constitute an event of default hereunder; (4) (Intentionally Deleted) D. If Landlord consents to the Sublease or Assignment within said fifteen (15) day period, Tenant may enter into such Assignment or Sublease of the Premises or portion thereof, but only upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Subsection B. above; provided, however, that in connection with such Assignment or Sublease, as a condition to Landlord's consent, Tenant shall pay to Landlord one hundred percent (100%) of the excess net of actual transaction costs (e.g., commissions) and net of any amounts paid to Tenant by subtenant or assignee for furniture or equipment sold to said subtenant or assignee, if any, of (i) in the case of an Assignment, the rental and other payment obligations of the proposed assignee under the terms of the proposed Assignment over the rental and other payment obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption terms of this Lease, or (ii) in the case of a Sublease, the amount proposed to be paid by the sublessee over the proportionate amount of rental and other payment obligations required to be paid by Tenant to Landlord under the terms of this Lease as applicableapplicable to the portion of the Premises so subleased. E. No consent by Landlord to any Assignment or Sublease by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease, within ten (10) days whether arising before or after the date Assignment or Sublease. The consent by Landlord to any Assignment or Sublease shall not relieve Tenant of the execution of same; (e) The Proposed Assignee obligation to obtain Landlord's express written consent to any other Assignment or Sublease. Any Assignment or Sublease that is not solvent or is generally held in disrepute; (f) Without consent compliance with this Section shall be void and, at the option of Landlord, shall constitute a material default by Tenant may assign under this Lease Lease. The acceptance of rent or payment of any other monetary obligation by Landlord from a proposed assignee or sublessee shall not constitute the consent by Landlord to such Assignment or Sublease. Tenant shall promptly provide to Landlord a corporation copy of the fully executed Sublease or other entity which is a direct or indirect subsidiary of GuarantorAssignment. (g1) Without consent of Landlord Tenant may assign this Lease or For the holders purposes of the equity Lease, the term Assignment" shall also include any of the following transactions if such transaction is entered into principally for the purpose of transferring the leasehold estate created hereby: (i) if Tenant is a partnership, the transfer of a majority of partnership interests to other than, existing partners or to their immediate family members; (ii) if Tenant is a limited liability company, the transfer of a majority of the membership interests to other than existing members or to their immediate family members; (iii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), the sale or transfer of more than an aggregate of 50% of the voting shares of Tenant may sell to other than existing shareholders or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premisestheir immediate family members. (h2) Without Notwithstanding anything to the contrary contained in this Section XVI, Landlord's consent of Landlord, Tenant may sell shall not be required for an Assignment or transfer a minority of its equity interests or otherwise assign or sublease Sublease to an affiliate or subsidiary of Affiliate, as long as Tenant or its parent company; up gives notice to forty-nine percent (49%) Landlord of the PremisesAssignment or Sublease and, or transfer equity interests if an Assignment (other than as described in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.Section XVIF(l)

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior first obtaining Landlord's consent of Landlord, which consent will shall not be unreasonably withheld. Notwithstanding any permitted assignment or subletting, delayed or conditioned. Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord, in the event of addition to any other remedies provided in this Lease or by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as apply such rents against any sums due to Landlord from Tenant under this Lease, and Landlord no such collection shall not be bound therebyconstrued to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Tenant agrees that it shall not be unreasonable for makes an absolute assignment to Landlord of such assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord 4.16.2 In the event Tenant may desires to assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires sublet all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or transfer equity interests assignee, the proposed term, the nature of the proposed subtenant's or assignee's business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant or by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter) in connection compliance with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under the terms of this Lease or Guaranty.Lease; and

Assignment and Subletting by Tenant. A. Tenant may not assign its interest in this Lease shall not, directly or sublet the whole indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant's leasehold estate hereunder (collectively "Assignment"), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises ("Sublease") or any portion thereof without Landlord's prior written consent being had and obtained in each instance, subject to the prior terms and conditions contained in this Section; provided, however, that Landlord's consent of Landlord, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor required in connection with, and the provisions of subsections XVI.C. and D. shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment not apply to, an Assignment of this Lease or subletting a Sublease of the entire Premises to any "affiliate" of Tenant, which as used in this Section XVI., shall mean an entity under common control with the original Tenant hereunder, the surviving entity resulting from a merger or consolidation of Tenant by or with another entity or the purchaser of all or substantially all of Tenant's assets. B. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises without notification to and consent by Landlord or any portion thereof, Tenant shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of request, in writing, at least 12 months ending no earlier than six months and no later than three months sixty (60) days prior to the effective date of the Assignment or Sublease, Landlord's consent to the Assignment or Sublease, and shall provide Landlord with the following information: (1) The name of the proposed assignmentassignee, subtenant or occupant; (2) The nature of the proposed assignee's, subtenant's or occupant's business to be carried on in the Premises; (3) The terms and provisions of the proposed Assignment or Sublease and a copy of such documents; and (4) Such financial information concerning the proposed assignee, subtenant or occupant which Landlord shall have requested following its receipt of Tenant's request for consent. C. At any time within thirty (30) days after Landlord's receipt of the notice specified above, Landlord may by written notice to Tenant elect either to (a) consent to the proposed Assignment or Sublease, (b) refuse to consent to the proposed Assignment or Sublease, or (c) terminate this Lease in full with respect to an Assignment or terminate in part with respect to a Sublease and enter into a lease directly with the proposed assignee or sublessee. Landlord and Tenant agree (by way of example and without limitation) that Landlord shall be entitled to take into account any fact or factor which Landlord reasonably deems relevant to such decision, including but not necessarily limited to the following, all of which are agreed to be reasonable factors for Landlord's consideration: (1) The Proposed Assignee financial strength of the proposed assignee or subtenant (which shall be at least equal to that of Tenant as of the date of execution of this Lease). (2) The experience of the proposed assignee or subtenant with respect to businesses of the type and size which such assignee or subtenant proposes to conduct in the Premises. (3) The quality and nature of the business and/or services to be conducted in or from the Premises by the proposed assignee or subtenant and in any other locations which it has. (4) Violation of exclusive use rights previously granted by Landlord to other tenants of the Building or Project. (5) The effect of the type of services and business which the proposed assignee or subtenant proposes to conduct in the Premises upon the tenant mix in the Building or in the portion of the Project which contains the Premises, including duplication of services offered by surrounding tenants and compatibility of the services and business which such assignee or subtenant proposes to conduct in or offer from the Premises with business and services conducted by surrounding tenants in the Project. (6) The quality of the appearance of the Premises resulting from any remodeling or renovation to be conducted by the proposed assignee or subtenant, and the compatibility of such quality with that of other premises in the Building. (7) Whether the business in the Premises is, and whether the business to be operated by the proposed assignee or subtenant will be, a "place of public accommodation." (8) Whether there then exists any default by Tenant pursuant to this Lease or any non-payment or non-performance by Tenant under this Lease which, with the passage of time and/or the giving of notice, would constitute a default under this Lease. (9) Any fact or factor upon which Landlord reasonably concludes that the business to be conducted by such assignee or subtenant will not be a financial success in the Premises. Moreover, Landlord shall be entitled to be reasonably satisfied that each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease is not impaired or diminished by such Assignment or Sublease. In no event shall there be any substantial change in the use of the Premises in connection with any Assignment or Sublease except as expressly approved in writing by Landlord in advance. Landlord and Tenant acknowledge that the express standards and provisions set forth in this Lease dealing with Assignment and Sublease, including those set forth in subsections XVI.D., E. and G. have been freely negotiated and are reasonable at the date hereof taking into account Tenant's proposed use of the Premises and the nature and quality of the Building and Project. No withholding of consent by Landlord for any reason deemed sufficient by Landlord shall give rise to any claim by Tenant or any proposed assignee or subtenant or entitle Tenant to terminate this Lease or to any abatement of rent. Approval of any Assignment of Tenant's interest shall, whether or not expressly so stated, be conditioned upon such assignee assuming in writing all obligations of Tenant hereunder by a written instrument satisfactory to Landlord. D. If Landlord consents to the Sublease or Assignment within said thirty (30) day period, Tenant may enter into such Assignment or Sublease of the Premises or portion thereof, but only upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to subsection B. above; provided, however, that in connection with such Assignment or Sublease, as a condition to Landlord's consent, Tenant shall pay to Landlord one hundred percent (100%) of the excess, if any, of (i) in the case of an Assignment, the rental and other payment obligations of the proposed assignee under the terms of the proposed Assignment over the rental and other payment obligations of Tenant under the terms of this Lease, or (ii) in the case of a Sublease, the amount proposed to be paid by the sublessee over the proportionate amount of rental and other payment obligations required to be paid by Tenant to Landlord under the terms of this Lease as applicable to the portion of the Premises so subleased. E. No consent by Landlord to any Assignment or Sublease by Tenant, and no Assignment or Subletting permitted hereunder for which Landlord's consent is not required, shall relieve Tenant of any obligation to be performed by Tenant under this Lease, whether arising before or after the Assignment or Sublease. The consent by Landlord to any Assignment or Sublease shall not agree in writing to assume all relieve Tenant of the obligation to obtain Landlord's express written consent to any other Assignment or Sublease. Any Assignment or Sublease that is not in compliance with this Section shall be void and, at the option of Landlord, shall constitute a material default by Tenant under this Lease. The acceptance of rent by Landlord or payment to Landlord of any other monetary obligation from a proposed assignee or sublessee shall not constitute the consent by Landlord to such Assignment or Sublease. Tenant shall promptly provide to Landlord a copy of the fully executed Sublease or Assignment. F. Any sale or other transfer, including transfer by consolidation, merger or reorganization, of fifty percent (50%) or more of the voting stock of Tenant, if Tenant is a corporation, or any sale or other transfer of fifty percent (50%) or more of the partnership interest in Tenant, if Tenant is a partnership, shall be an Assignment for purposes of this Section. As used in this subsection, the term "Tenant" shall also mean any entity that has guaranteed Tenant's obligation under this Lease, and the prohibition hereof shall be applicable to any sales or transfers of stock or partnership interests of said guarantor. G. Each assignee, sublessee or other transferee, other than Landlord, shall assume, as provided in this subsection all obligations of Tenant under this Lease and shall be and remain liable jointly and severally with Tenant for the payment of Monthly Rental and all other monetary obligations hereunder, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the Term; provided, however, that the assignee, sublessee, or other transferee shall be liable to Landlord for rent only in the amount set forth in the Assignment or Sublease. No Assignment shall be binding on Landlord unless the assignee or Tenant shall deliver to Landlord a counterpart of the Assignment and an instrument in recordable form that contains a covenant of assumption by the assignee satisfactory in substance and form to Landlord, consistent with the requirements of this subsection but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its liability as set forth above. H. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 ET SEQ., (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. I. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and after the date of such assignment; (c) Tenant or Proposed Assignee . Any such assignee shall fail to pay upon demand execute and deliver to Landlord a an instrument confirming such assumption. J. Tenant shall pay Landlord's expenses and attorneys' fees incurred in processing fee of One Thousand an Assignment or Sublease, but in no event less than Five Hundred Dollars ($1,500.00500.00) Dollars (increased for each such proposed transfer to cover the legal review and processing expenses of Landlord, whether or not Landlord shall grant its consent to such proposed transfers. K. All options to extend, renew or expand, if any, contained in this Lease are personal to Tenant and to any Affiliate to whom this Lease may be assigned or to whom the Premises may be subleased. Consent by 2% each year commencing 1/1/17) in connection with the proposed sublet Landlord to any Assignment or assignment Subletting to any entity other than an Affiliate of this lease; (d) Tenant shall fail not include consent to furnish Landlord the assignment or transfer of any such rights with a true and correct copy of respect to the sublease Premises or assignment and assumption not less than thirty (30) days prior any special privileges or extra services granted to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of Tenant by this Lease, as applicableor any addendum or amendment hereto or letter of agreement. All such options, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent rights, privileges and extra services shall terminate upon any such assignment or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease subletting to a corporation or any entity other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests than an Affiliate of Tenant may sell unless Landlord specifically grants in writing such options, rights, privileges and extra services to such assignee or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premisessubtenant. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord's written consent, which consent will shall not be unreasonably withheld. Notwithstanding any permitted assignment or subletting, delayed or conditioned. Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord's approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Landlord's right of direct collection shall be in addition to and not be released from its obligations hereunder nor shall the guaranty in limitation of the Lease by Air Industries Group be terminated or released. Any assignment of any other rights and remedies provided for in this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as at law. Tenant makes an absolute assignment to Landlord of such assignments and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord subleases and any rent, lease security deposits and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord 4.16.2 In the event Tenant may desires to assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires sublet all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or transfer equity interests assignee, the proposed term, the nature of the proposed subtenant's or assignee's business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter) in connection compliance with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under the terms of this Lease or Guaranty.Lease; and

Assignment and Subletting by Tenant. Tenant may not assign its interest in this Lease or sublet the whole or The following provisions shall apply to any part of the Premises without the prior consent of Landlord, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease subletting by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment ifTenant: (a) The proposed assignee (“Proposed Assignee”) refuses Tenant shall not assign or encumber its interest in this Lease, whether voluntarily or by operation of law without Landlord's prior written consent. Any attempted assignment or encumbrance without Landlord's prior written consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant hereunder. Tenant shall have the right to sublease the Leased Premises, or any portion thereof, without Landlord's consent and shall provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date notice of the proposed assignment;identity of a sublessee following any such subletting. (b) The Proposed Assignee Tenant agrees to reimburse Landlord for all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any assignment, transfer, change of ownership or hypothecation of the Leased Premises or Tenant's interest in this Lease. No assignment, subletting, transfer, change of ownership or hypothecation shall not agree be effective until (i) Tenant shall have paid such costs and fees (except as to subletting); (ii) each such assignee or transferee (excluding a subtenant) shall have agreed LOT C in writing for the benefit of Landlord to assume all of assume, to be bound by, and to perform the obligations of Tenant under this Lease from to be performed by Tenant, and after the date (iii) an executed copy of such sublease, assignment;, encumbrance, or other agreement of transfer shall have been delivered to Landlord. (c) Tenant Consent by Landlord to one or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet more assignments or assignment encumbrances of this lease;Lease shall not be deemed to be a consent to any subsequent assignment or encumbrance. (d) No subletting or assignment, even with the consent of Landlord, shall relieve Tenant shall fail of its personal and primary obligation to furnish Landlord with a true pay Rent and correct copy to perform all of the sublease or assignment and assumption other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any person shall not less than thirty (30) days prior be deemed to execution for Landlord’s review and approval and be a fully executed counterpart waiver by Landlord of the sublease or assignment and assumption any provision of this Lease, as applicable, within ten (10) days after the date of the execution of same;Lease or to be a consent to any assignment. (e) The Proposed Assignee is not solvent or is generally held in disrepute; (fSubject to Subparagraph 14.1(a) Without consent of Landlordabove, if Tenant may assign this Lease to a corporation or other entity which is a direct corporation, any dissolution or indirect subsidiary sale of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of its assets, merger, consolidation or other reorganization of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law, of any general partner, or the business then being conducted by dissolution of the partnership, shall be deemed a voluntary assignment. Notwithstanding the foregoing provisions of this Subparagraph 14.1(e) to the contrary and subject to Tenant's compliance with the other provisions of this Article XIV, and to the condition that Tenant is not in default under this Lease at the Premises. (h) Without consent time of such events, without it being deemed an assignment or encumbrance hereunder requiring Landlord's consent, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances Tenant shall be permitted to effect a corporate merger, consolidation or reorganization, provided, however, that Xxxxxx Xxxxxxxxxxx remains the Tenant or Guarantor be released from any liability under this Lease or Guaranty(ii) if Xxxxxx Xxxxxxxxxxx would not continue to be the Tenant by operation of law, any such merger, consolidation or reorganization is effected in accordance with applicable statutory provisions for merger, consolidation or reorganization of corporations, which provide that the liabilities of the corporation participating in such merger or consolidation are assumed by the corporation surviving such merger or consolidation.

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord's written consent, which consent will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord's approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Landlord's right of direct collection shall be in addition to and not be released from its obligations hereunder nor shall the guaranty in limitation of the Lease by Air Industries Group be terminated or released. Any assignment of any other rights and remedies provided for in this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as at law. Tenant makes an absolute assignment to Landlord of such assignments and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord subleases and any rent, lease security deposits and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord 4.16.2 In the event Tenant may desires to assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires sublet all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or transfer equity interests assignee, the proposed term, the nature of the proposed subtenant's or assignee's business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by the president, managing partner or other appropriate officer of the proposed subtenant or assignee and by a certified public accountant in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under the case of a proposed assignment of this Lease or Guaranty.the proposed subleasing of thirty-three thousand (33,000) or more rentable square feet; (b) proof reasonably satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the

Assignment and Subletting by Tenant. (a) Subject to Articles 5 and 8 the Tenant may shall not assign its interest in this Lease Transfer or sublet all or any part of the Demised Premises for the whole or any part of the Premises Term and shall not enter into, consent to or permit any Transfer without obtaining the prior written consent of the Landlord, which consent will not be unreasonably or arbitrarily withheld, delayed conditioned or conditioneddelayed. Tenant shall remain primarily liable and responsible under this Lease in In determining whether the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification Landlord is prepared to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold grant its consent to a proposed sublease or assignment ifTransfer, the Landlord may consider the following factors: (ai) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with whether the financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date standing of the proposed assignment;Transferee is sufficient to satisfy the obligations of the Tenant under the Lease; and (ii) the reputation and experience of the transferee or its related corporation, its management and investors in the operation of affordable residential housing developments. The Landlord may, in its sole discretion, charge a commercially reasonable administration fee for such request. BATCHELD\4315610\5 BATCHELD\4315610\5 BATCHELD\4315610\5 BATCHELD\4315610\5 (b) The Proposed Assignee Notwithstanding the foregoing or anything else contained in this Lease, the Tenant may effect a Transfer to or with any of the following, without the Landlord's consent, but with notice of same to the Landlord: (i) an Affiliate of the Tenant so long as there is no change in Control of the Tenant or the Affiliate; and (ii) any lease, sublease or licence or other occupancy related to any dwelling or storage units in any building on the Demised Premises entered into with a Licensee. (c) Consent by the Landlord to any Transfer if granted shall not agree constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against Transfer shall include a prohibition against any Transfer by operation of law. The Transfer of a part of the Demised Premises is prohibited. (d) No assignment by the Tenant shall be effective until the Transferee has entered into an agreement directly with the Landlord, in writing a form satisfactory to the Landlord, whereby the assignee expressly agrees to assume all of the obligations of Tenant under this Lease and liabilities arising from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy is effective, of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held Tenant in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or including the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests use provision set out in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.Article

Assignment and Subletting by Tenant. (a) Tenant may not assign its shall not, by operation of law or otherwise, (i) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease. the Leased Premises or any interest in this Lease therein, (ii) grant any concession or license within the Leased Premises, (iii) grant or transfer any management privileges or rights with respect to the Leased Premises, (iv) sublet the whole all or any part of the Leased Premises without or any right or privilege appurtenant to le Leased Premises, or (v) permit any other party to occupy or use all or any part of the prior consent Leased Premises. If Tenant is other than an individual person. any conveyance, assignment or transfer of Landlord, which consent will not be unreasonably withheld, delayed or conditioned. any interest in Tenant shall remain primarily liable be deemed to constitute a transfer or assignment prohibited by the immediately preceding sentence, except for sales and responsible other transfers of Tenant's stock to the extent Tenant is a publicly-traded company whose stock is traded on a recognized national exchange or inter-dealer quotation system, or to the extent that the existing owners retain at least a 25% interest in the Company. No consent granted by Landlord to any transfer, assignment or other transaction prohibited by this Section shall release Tenant from any of Tenant's obligations under this Lease or be deemed to constitute a consent to any subsequent assignment, subletting, occupancy or use of the Leased Premises by another person. Subject to the foregoing, the rights and obligations of the parties to this Lease shall inure to the benefit of and be binding upon their respective successors, assigns, heirs and legal representatives. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this paragraph shall be void and constitute a default by Tenant. Notwithstanding the foregoing, Tenant may, upon written notice to Landlord of the identity of the Affiliate, assign or sublet its interest under this Lease in the event Leased Premises to an 'Affiliate" of any Tenant, provided (i) that such assignment assignee or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree subtenant assumes, in writing to assume all of full, the obligations of Tenant under this Lease from and after the date of assignment; Lease, (cii) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection such Affiliate's business operations are consistent with the proposed sublet or assignment of this lease; Permitted Use, and (diii) Tenant shall fail to furnish Landlord with a true and correct copy of the such sublease or assignment and assumption shall not less than thirty (30) days prior operate to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of release Tenant from its obligations under this Lease. As used herein, as applicablethe term "Affiliate" shall be a corporation which controls, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent controlled by, or is generally held under common control with Tenant (control to be determined, for purposes hereof, by the ownership of in disrepute; (f) Without consent excess of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine fifty percent (4950%) of the Premises, or transfer equity interests in connection with going publicissued and outstanding voting stock of such entity). (ib) Under no circumstances All cash or other proceeds of any assignment, sale or sublease of Tenant's interest in this Lease and/or the Leased Premises, whether consented to by Landlord or not, shall be paid to Landlord notwithstanding the fact that such proceeds exceed the rents called for hereunder, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or Guarantor ever acquire in any such proceeds to Landlord. This covenant and assignment shall benefit Landlord and its 17 successors in ownership of the Building and shall bind Tenant, Tenant's heirs, executors, administrators, personal representatives, successors and assigns. Any assignee, sublessee, or purchaser of Tenant's interest in this Lease (all such assignees, sublessees or purchasers being hereinafter referred to as 'Successors"), by occupying the Leased Premises and/or assuming Tenant's obligations hereunder, shall be released deemed to have assumed liability to Landlord for all amounts paid to persons other than Landlord by such Successor in consideration of any such sale, assignment or subletting, in violation of the provision hereof The acceptance by Landlord of any rent from any liability under this Lease sublessee or Guarantyassignee of Tenant shall not constitute Landlord's consent to such assignment or sublease.

Assignment and Subletting by Tenant. 4.16.1 Subject to subparagraph 4.16.7 below, Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord's consent, which consent will shall not be unreasonably withheld. Notwithstanding any permitted assignment or subletting, delayed or conditioned. Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord, in the event of addition to any other remedies provided in this Lease or by law, may at its option, and upon five (5) days' notice to Tenant, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as apply such rents against any sums due to Landlord from Tenant under this Lease, and Landlord no such collection shall not be bound therebyconstrued to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Tenant agrees that it shall not be unreasonable for makes an absolute assignment to Landlord of such assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease. 4.16.2 In the event Tenant desires to assign this Lease from or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant's or assignee's business to be conducted on the Premises, the rental rate, and after any other particulars of the date proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or other appropriate officer of assignmentthe proposed subtenant or assignee; and (b) a copy of the proposed sublease or assignment or letter of intent. At the same time that Tenant provides Landlord with notice of its desire to assign or sublease, Tenant shall pay to Landlord all actual out-of pocket expenses incurred by Landlord up to the sum of $500 as Landlord's fee for processing such proposed assignment and sublease, including attorneys' fees incurred by Landlord with respect to such processing. Receipt of such payment shall not obligate Landlord to approve the proposed assignment or sublease. 4.16.3 In determining whether to grant or withhold consent to a proposed assignment or sublease, Landlord may consider, and weigh, any relevant commercial factor. Without limiting what may be construed as a factor considered by Landlord in good faith, Tenant agrees that any one or more of the following will be proper grounds for Landlord's disapproval of a proposed assignment or sublease: (a) Intentionally Deleted (b) The proposed assignee or subtenant does not, in Landlord's good faith judgment, have financial worth or creditworthiness sufficient to insure the full and timely performance under this Lease; (c) Tenant Landlord has received insufficient evidence of the financial worth or Proposed Assignee shall fail to pay to Landlord a processing fee creditworthiness of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet assignee or assignment of this leasesubtenant to make the determination set forth in clause (b); (d) The proposed assignee or subtenant has a reputation for disputes in contractual relations, failure to observe and perform its contractual obligations in a timely and complete manner or for negative business relations in the business community for or otherwise as a tenant of property. Landlord shall provide evidence, if any, of said reputation to Tenant upon request, unless such evidence was obtained by Landlord in confidence (which evidence Tenant shall fail not disclose to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of sameany entity); (e) The Proposed Assignee is Landlord has received from any prior lessor of the proposed assignee or subtenant a negative report concerning such prior lessor's experience with the proposed assignee or subtenant. Landlord shall provide evidence, if any, of said negative report to Tenant upon request, unless such evidence was obtained by Landlord in confidence (which evidence Tenant shall not solvent or is generally held in disreputedisclose to any entity); (f) Without consent of Landlord, Tenant may assign this Lease to a corporation Landlord has had prior negative leasing experience with the proposed assignee or other entity which is a direct or indirect subsidiary of Guarantor.subtenant; (g) Without consent of Landlord Tenant may assign this Lease or the holders The use of the equity interests of Tenant may sell Premises by the proposed assignee or assign such interests to a third party which acquires all or substantially all of subtenant will not comply with the business then being conducted by Tenant at the Premises.Permitted Uses; (h) Without consent In Landlord's good faith judgment, the proposed assignee or subtenant is engaged in a business, or the Premises or any part of the Premises will be used in a manner, that is not in keeping with the then standards of the Center, or that is not compatible with the businesses of other tenants in the Center, or that is inappropriate for the Center, or that will violate any negative covenant as to use contained in any other lease of space in the Center; (i) The use of the Premises by the proposed assignee or subtenant will violate any Governmental Requirement or create a violation of Access Laws; (j) Tenant is in default of any obligation of Tenant under this Lease, or Tenant has defaulted under this Lease on three (3) or more occasions during the twenty-four (24) months preceding the date that Tenant shall request such consent; PROVIDED, nothing shall prohibit Tenant from curing any alleged default under protest; (k) Landlord does not approve of any of the tenant improvements required for the proposed assignee or subtenant, unless assignee or subtenant agrees to waive any tenant improvement requirements not approved by Landlord; and (l) The rental to be paid pursuant to the proposed sublease or assignment is below the prevailing market rate for comparable sublease or assignment transactions in the Beaverton, Oregon area. 4.16.4 Within fifteen (15) Business Days after Landlord's receipt of all required information to be supplied by Tenant pursuant to this paragraph, Landlord shall notify Tenant of Landlord's approval, disapproval or conditional approval of any proposed assignment or subletting. Landlord shall have no obligation to respond unless and until all required information has been submitted. In the event Landlord approves of any proposed assignment or subletting, Tenant may sell and the proposed assignee or transfer sublessee shall execute and deliver to Landlord an assignment (or subletting) and assumption agreement in form and content satisfactory to Landlord. 4.16.5 Any transfer, assignment or hypothecation of any of the stock or interest in, or the assets of, Tenant which is either: (a) greater than fifty percent (50%) of such stock, interest or assets or (b) intended as a minority subterfuge denying Landlord the benefits of its equity interests or otherwise assign this paragraph, shall be deemed to be an assignment within the meaning and provisions of this paragraph and shall be subject to the provisions of this paragraph. 4.16.6 If Landlord consents to any assignment or sublease to an affiliate and Tenant receives rent or subsidiary any other consideration, either initially or over the term of the assignment or sublease, in excess of the Base Rent, Additional Rent, and Additional Tenant or its parent company; up to forty-nine percent Improvement Rent (49%) or, in the case of a sublease of a portion of the Premises, or transfer equity interests in excess of the Base Rent, Additional Rent and Additional Tenant Improvement Rent paid by Tenant on a square footage basis under this Lease), Tenant shall pay to Landlord seventy-five percent (75%) of such excess; PROVIDED THAT, prior to allocating such excess as described above, Tenant shall be entitled to recover one hundred percent (100%) of all reasonable out of pocket costs incurred by Tenant in connection with going publicsuch assignment or subleasing (including all leasing commissions, attorneys' fees, marketing costs and subtenant improvement costs paid by Tenant to unrelated parties). 4.16.7 Notwithstanding anything in this paragraph 4.16 to the contrary, Tenant may, upon advance written notice to Landlord but without the necessity of Landlord's consent, assign or sublease all or any portion of the Premises to any entity which owns a controlling interest in Tenant, to any entity the controlling interest of which is owned by Tenant, or to any successor entity to Tenant by merger or operation of law, PROVIDED THAT: (ia) Under no circumstances shall Tenant or Guarantor such entity and any parent of such entity agrees to be released from any liability under bound by all the terms of this Lease or Guaranty.(although such entity and such parent shall not become a party to this Lease); (b) such entity's parking requirements will be no greater than Tenant's as set

Assignment and Subletting by Tenant. The following provisions shall apply to any assignment or subletting by Tenant: LOT A (a) Tenant may shall not assign or encumber its interest in this Lease Lease, whether voluntarily or sublet by operation of law without Landlord's prior written consent. Any attempted assignment or encumbrance without Landlord's prior written consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant hereunder. Tenant shall have the whole right to sublease the Leased Premises, or any part portion thereof, without Landlord's consent and shall provide Landlord notice of the identity of a sublessee following any such subletting. (b) Tenant agrees to reimburse Landlord for all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any assignment, transfer, change of ownership or hypothecation of the Leased Premises without or Tenant's interest in this Lease. No assignment, subletting, transfer, change of ownership or hypothecation shall be effective until (i) Tenant shall have paid such costs and fees (except as to subletting); (ii) each such assignee or transferee (excluding a subtenant) shall have agreed in writing for the prior benefit of Landlord to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment, encumbrance, or other agreement of transfer shall have been delivered to Landlord. (c) Consent by Landlord to one or more assignments or encumbrances of this Lease shall not be deemed to be a consent to any subsequent assignment or encumbrance. (d) No subletting or assignment, even with the consent of Landlord, which consent will not shall relieve Tenant of its personal and primary obligation to pay Rent and to perform all of the other obligations to be unreasonably withheld, delayed or conditionedperformed by Tenant hereunder. Tenant shall remain primarily liable and responsible under this Lease in the event The acceptance of Rent by Landlord from any such assignment or sublease and person shall not be released from its obligations hereunder nor shall the guaranty deemed to be a waiver by Landlord of the Lease by Air Industries Group be terminated or released. Any assignment any provision of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its a consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed any assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same;. (e) The Proposed Assignee is not solvent or is generally held in disrepute; (fSubject to Subparagraph 14.1(a) Without consent of Landlordabove, if Tenant may assign this Lease to a corporation or other entity which is a direct corporation, any dissolution or indirect subsidiary sale of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of its assets, merger, consolidation or other reorganization of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law, of any general partner, or the business then being conducted by dissolution of the partnership, shall be deemed a voluntary assignment. Notwithstanding the foregoing provisions of this Subparagraph 14.1(e) to the contrary and subject to Tenant's compliance with the other provisions of this Article XIV, and to the condition that Tenant is not in default under this Lease at the Premises. (h) Without consent time of such events, without it being deemed an assignment or encumbrance hereunder requiring Landlord's consent, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances Tenant shall be permitted to effect a corporate merger, consolidation or reorganization, provided, however, that Xxxxxx Xxxxxxxxxxx remains the Tenant or Guarantor be released from any liability under this Lease or Guaranty(ii) if Xxxxxx Xxxxxxxxxxx would not continue to be the Tenant by operation of law, any such merger, consolidation or reorganization is effected in accordance with applicable statutory provisions for merger, consolidation or reorganization of LOT A corporations, which provide that the liabilities of the corporation participating in such merger or consolidation are assumed by the corporation surviving such merger or consolidation.

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord's written consent. Notwithstanding the foregoing Tenant shall have the right, without Landlord's consent, but upon giving prior consent of written notice to Landlord, to assign this Lease or to sublet all or any part of the Premises to an affiliated entity controlling, controlled by, or under common control with Tenant or to a corporation or other entity resulting from a merger of or consolidation with Tenant or to an entity to which consent will not all or substantially all of Tenant's assets shall be unreasonably withheldtransferred (such entity being referred to herein as a "Permitted Assignee" or "Permitted Subtenant", delayed as the case may be) provided, that the assignee or conditionedsubtenant thereof executes and delivers to Landlord an agreement ("Assumption Agreement") pursuant to which such transferee shall agree to be bound by all of the terms, provisions and conditions of the Lease including, without limitation, the provisions of this paragraph 4.16 and, provided further, such Permitted Assignee or Permitted Subtenant, as the case may be, shall have, at the time of the transfer, a net worth equal to the greater of (x) the net worth of Tenant as of the date of this Lease or (y) the net worth of Tenant as of the date of the transaction in question. For purposes of the preceding sentence, "control" shall mean direct or indirect ownership of more than fifty percent (50%) of the beneficial interest of the entity in question. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord, in the event of addition to any other remedies provided in this Lease or by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as apply such rents against any sums due to Landlord from Tenant under this Lease, and Landlord no such collection shall not be bound therebyconstrued to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Tenant agrees that it shall not be unreasonable for makes an absolute assignment to Landlord of such assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease from and after the date of assignment; (c) Lease. No consent once given by Landlord to any assignment or subletting shall be deemed to relieve Tenant or Proposed Assignee shall fail any assignee or subtenant from the obligations of seeking Landlord's prior written consent to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantorany subsequent transfer. (g) Without consent of Landlord 4.16.2 In the event Tenant may desires to assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires sublet all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or transfer equity interests in connection with going public. assignee, the proposed term, the nature of the proposed subtenant's or assignee's business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (ia) Under no circumstances shall Tenant such financial information as Landlord may reasonably request concerning the proposed subtenant or Guarantor be released from any liability under this Lease or Guaranty.assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president,

Assignment and Subletting by Tenant. Tenant may not assign shall have the right to assign, sublet or otherwise transfer its interest in this Lease and its rights hereunder to any entity or sublet the whole or any part of the Premises without the prior consent of person, with Landlord’s written consent, which consent will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the proposed assignment, subletting or transfer. Notwithstanding the foregoing, Tenant shall remain primarily liable and responsible under may assign, sublet or otherwise transfer its interest in this Lease without Landlord’s consent, written or otherwise, to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the event Premises — is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any such assignment or sublease and of the Lease pursuant to the preceding two (2) sentences, Tenant shall not be released from its obligations liability hereunder nor shall the guaranty of so long as the Lease by Air Industries Group is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be terminated or released. Any assignment released of any and all further liability under this Lease or subletting and if such assignee does not have the Minimum Net Worth as of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the proposed assignment; (b) The Proposed Assignee Minimum Net Worth thereafter, Tenant shall not agree in writing to assume all of the obligations of Tenant be immediately and automatically released from any further liability under this Lease from and after the date of assignment; (c) such subsequent date. Tenant or Proposed Assignee shall fail to pay deliver to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease document of assignment, subletting or assignment and assumption not less than thirty (30) days prior transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to execution for Landlord’s review and approval and restrict or referring in any manner to a fully executed counterpart change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the sublease capital stock of Tenant, or assignment and assumption of this Leaseany subsidiary, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary parent of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going publicTenant. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Tenant may shall not assign its interest convey, assign, mortgage, pledge or encumber this Lease, in this Lease whole or in part, nor sublet the whole or any part of the Leased Premises, or permit the use of the whole or any part of the Leased Premises by any licensee or concessionaire, without first obtaining the written consent of Landlord. This prohibition shall be construed to include a prohibition against any assignment or subletting by operation of law, assignment for the benefit of creditors, voluntary or involuntary bankruptcy or reorganization, or otherwise, without the prior written consent of Landlord. Any assignment or sublease without Landlord's written consent is in violation of this Lease and a default hereunder and, which at the option of Landlord, shall be voidable. Landlord's consent will or refusal to consent to any such subletting may be based upon, but shall not be unreasonably withheldlimited to, delayed or conditionedfactors pertaining to (a) the acceptability of the proposed subtenant to the Leased Premises, and (b) the financial statement, credit and ability of any proposed subtenant to meet the obligations, terms and conditions of this Lease. The acceptance of any rental payments by Landlord from any alleged assignee shall not constitute approval of the assignment of this Lease by the Landlord, and the consent by Tenant shall remain primarily liable and responsible under this Lease in pay to Landlord the sum of $500.00 as a Transfer Fee for such written consent. In the event of any such assignment, subletting, licensing or granting of a concession, made with the written consent of the Landlord as aforesaid, Tenant will nevertheless remain liable for the performance of all the terms, conditions, and covenants of this Lease. Any permitted assignment or sublease subletting shall be by agreement in form and content acceptable to Landlord, and shall not specify and require that each subtenant or assignee acquiring this Lease by acceptance of any sublease, assignment or transfer shall assume, be released from bound by, and be obligated to perform the terms and conditions of its obligations hereunder nor shall sublessor and assignor under this Lease. A condition of such assignment or subletting is the guaranty agreement of the Lease by Air Industries Group parties that Landlord shall receive the full and complete rental payment of subtenant or assignee, though such payments may be terminated or released. Any assignment of this Lease or subletting in excess of the Premises without notification original rental between Landlord and Tenant. It is the intent and understanding of the parties to and consent by Landlord this Agreement that Tenant shall not be effective receive any monetary benefit in excess of the actual rental obligation of Tenant as to Landlord agreed between the original Tenant and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to through a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all party. In the event of the business then being conducted by Tenant at the Premises. (h) Without consent default of Tenant, Landlord, Tenant at Landlord's sole option, may sell or transfer a minority of its equity interests or otherwise assign or sublease succeed to an affiliate or subsidiary the position of Tenant as to any subtenant or its parent company; up to forty-nine percent (49%) licensee of the Premises, or transfer equity interests in connection with going publicTenant. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. (a) Except as expressly permitted herein, Tenant, without the prior written consent of Landlord in each instance, shall not (a) assign its rights or delegate its duties under this Lease (whether by operation of law, transfers of interests in Tenant or otherwise), or mortgage or encumber its interest in this Lease, in whole or in part, (b) sublet, or permit the subletting of, the Leased Premises or any part thereof, or (c) permit the Leased Premises or any part thereof to be occupied, or used for desk space, mailing privileges or otherwise, by any person other than Tenant. Notwithstanding the foregoing, Tenant's subsidiaries, vendor representatives, auditors, and consultants shall have the right to use portions of the premises as desk space, not exceeding 3000 square feet. (b) The consent by Landlord to any assignment, subletting, occupancy or use shall not relieve Tenant from its obligation to obtain the express prior written consent of Landlord to any further assignment, subletting, occupancy or use. Tenant shall pay to Landlord all reasonable costs, including reasonable attorneys' fees and disbursements, incurred by Landlord in connection with any proposed assignment of Tenant's interest in this Lease or any proposed subletting of the Leased Premises or any part thereof. Neither any assignment of Tenant's interest in this Lease nor any subletting, occupancy or use of the Leased Premises or any part thereof by any person other than Tenant or its Affiliates, nor any collection of rental by Landlord from any person other than Tenant as provided in this Section, nor any application of any such rental by Landlord, shall relieve or release Tenant of its obligations under this Lease on Tenant's part to be observed and performed, and, subsequent to any assignment, Tenant's liability hereunder shall continue notwithstanding any subsequent modification or amendment hereof or the release of any subsequent tenant hereunder from any liability, to all of which Tenant hereby consents in advance. Tenant shall strictly enforce the terms and conditions of any assignment or sublease to which Landlord shall have consented, and shall assign to Landlord any and all rights it may have against such subtenant or assignee, as the case may be, should Landlord so request, including the right to commence legal proceedings in Tenant's name. (c) If Landlord shall recover or come into possession of the Leased Premises before the Expiration Date, Landlord shall have the right, at its option, to take over any and all subleases or sublettings of the Leased Premises or any part thereof made by Tenant and to succeed to all the rights of said subleases and sublettings or such of them as it may elect to take over. Tenant hereby expressly assigns and transfers to Landlord such of the subleases and sublettings as Landlord may elect to take over at the time of such recovery of possession, such assignment and transfer not to be effective until the termination of this Lease or re-entry by Landlord hereunder (or if Landlord shall, otherwise succeed to Tenant's estate in the Leased Premises), at which time Tenant shall upon request of Landlord, execute, acknowledge and deliver to Landlord such further assignments and transfers as may be necessary to vest in Landlord the then existing subleases and sublettings. Every subletting hereunder is subject to the condition and by its acceptance of and entry into a sublease, each subtenant thereunder shall be deemed conclusively to have thereby agreed from and after the termination of this Lease or re-entry by Landlord hereunder (or if Landlord shall otherwise succeed to Tenant's estate in the Leased Premises), that such subtenant shall waive any right to surrender possession or to terminate the sublease and, at Landlord's election, such subtenant shall be bound to Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord, as its landlord, under all of the then executory terms of such sublease. Each subtenant or licensee of Tenant shall be deemed automatically upon and as a condition of occupying or using the Leased Premises or any part thereof, to have given a waiver of subrogation of the type described in and to the extent and upon the conditions set forth in Article XXVI hereof. (d) If Tenant is a corporation, Tenant may, without Landlord's consent, assign its interest in this Lease (i) to any corporation which is a successor to Tenant either by merger or sublet the whole or any part of the Premises without the prior consent of Landlordconsolidation, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent (ii) to a proposed sublease purchaser of all or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume substantially all of the obligations Tenant's assets (provided such purchaser shall have also assumed substantially all of Tenant under this Lease from and after the date of assignment; Tenant's liabilities), or (ciii) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which shall (1) control, (2) be under the control of, or (3) be under common control with, Tenant the term "control" as used herein stall be deemed to mean ownership of more than fifty (50%) percent of the outstanding voting stock of a corporation, or other majority equity and control interest, if not a corporation). Tenant may also sublease to, or permit the use of all or any portion of the Leased Premises by, an entity described in clause (iii) (any such entity is referred to herein as an "Affiliate") without Landlord's consent. As conditions to any such assignment or subletting, (a) Tenant shall not be in default in the performance of any of its obligations under this Lease, (b) prior to such subletting Tenant shall furnish Landlord with the name of any such related corporation, together with a certification of Tenant and such other proof as Landlord may reasonably request that such assignee or sublessee is a direct related corporation of Tenant, (c) in the reasonable judgment of Landlord the proposed subtenant shall be of a character in keeping with the standards of Landlord for the Building (d) such subtenant or indirect subsidiary assignee shall not be a "telecommunications common carrier". In the event of Guarantorany assignment or subletting described above, (a) any such assignee, subtenant or occupant shall continue to use the Leased Premises for the conduct of the purposes permitted hereby, (b) the principal purpose of such assignment or sublease shall not be the acquisition of Tenant's interest in this Lease (except if such assignment or sublease is made pursuant to clause (iii) and is made for a valid intracorporate business purpose and is not made to circumvent the provisions of this Article), and (c) any such assignee shall have a net worth and annual income and cash flow, determined in accordance with generally accepted accounting principles, consistently applied, after giving effect to such assignment, equal to or greater than Tenant's net worth and annual income and cash flow, as so determined, on the date of such assignment. Tenant shall, within ten (10) business days after execution thereof, deliver to Landlord (a) duplicate original instrument of assignment (or sublease) in form and substance reasonably satisfactory to Landlord, duly executed by Tenant (and the subtenant), and (b) an instrument in form and substance reasonably satisfactory to Landlord, duly executed by the assignee, in which such assignee shall assume observance and performance of, and agree to be personally bound by, all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed; provided, however, that in no event shall such assignment relieve or release Tenant from any of its obligations hereunder. Except as set forth above, either a transfer of a controlling interest in the shares of Tenant (if Tenant is a corporation or trust) or a transfer of a majority of the total interest in Tenant if Tenant is a partnership) at any one time or over a period of time through a series of transfers, shall be deemed an assignment of this Lease and shall be subject to all of the provisions of this Article, including, without limitation, the requirement that Tenant obtain Landlord's prior consent thereto. The transfer of shares of Tenant (if Tenant is a corporation or trust), for purposes of this Article, shall not include any sale of shares effected through the "over-the-counter market" or through any recognized stock exchange. (e) Except as to sublettings or assignments made pursuant to Section (d) above, prior to any proposed subletting or assignment, Tenant shall submit a statement to Landlord (an "Assignment/Sublease Statement") containing the following information: (a) the name and address of the proposed subtenant or assignee, (b) a description of the portion of the Leased Premises to be sublet, (c) the terms and conditions of the proposed subletting including the rent payable or the proposed assignment, including the consideration payable therefor, (d) the nature and character of the business of the proposed subtenant or assignee including financial statements supporting the creditworthiness of the proposed subtenant or assignee, and (e) any other information that Landlord may reasonably request. A complete copy of the proposed assignment or sublease to be executed by Tenant and the assignee or subtenant shall accompany Tenant's Assignment/Sublease Statement. (f) Landlord may, by notice to Tenant ("Landlord's Notice"), given within fifteen (15) days after its receipt of an Assignment/Sublease Statement wherein Tenant shall propose to sublet all or any portion of the Leased Premises, require Tenant to sublease the proposed sublease space to Landlord or its nominee on the terms set forth in Section (g) Without consent of Landlord below. If Tenant may shall propose to assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or sublease substantially all of the business Leased Premises for substantially the then being conducted balance of the term of this Lease, Landlord also may, by Landlord's Notice, terminate this Lease as of the date which is two (2) months following Landlord's receipt of the Assignment/Sublease Statement as though such date was the Expiration Date set forth in this Lease. If Landlord fails to so exercise either of such options, it shall not unreasonably withhold or delay its consent to the proposed assignment or sublease by Tenant, as provided below, but such consent shall be deemed of no effect if such assignment or sublease is not consummated by Tenant at and the Premises. (h) Without consent of Landlordassignee or subtenant, Tenant as the case may sell or transfer a minority of its equity interests or otherwise assign be, executing and delivering the assignment or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent which accompanied Tenant's Assignment/Sublease Statement within one hundred twenty (49%120) days after such consent is given. The portion of the Premises, or transfer equity interests in connection with going publicLeased Premises to which any proposed subletting is to be applicable is hereinafter referred to as the "Space". (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. A. Except as specifically permitted herein, Tenant may shall not assign its interest in this Lease directly or sublet the whole indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant's leasehold estate hereunder (collectively an "Assignment"), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any portion thereof (collectively a "Sublease") without the Landlord's prior consent of Landlordwritten consent, which consent will shall not be unreasonably withheld, delayed or conditionedbeing obtained in each instance, subject to the terms and conditions contained in this Section. Notwithstanding the foregoing, and provided that Tenant is not then otherwise in default under this Lease, the named Tenant hereunder shall remain primarily liable have the absolute one time only right to assign this Lease, in whole but not in part, and responsible shall thereafter be relieved of any obligations under this Lease accruing thereafter, to either (i) any assignee entity having a net worth of not less than $50,000,000.00, as demonstrated to the reasonable satisfaction of Landlord using generally accepted accounting principles, or (ii) any entity having a class of equity securities registered pursuant to Section 12(b) of the Securities Act of 1934 (the "Exchange Act") or a class of equity securities registered pursuant to Section 12(g) of the Exchange Act, provided that the Aggregate Market Value (defined below) of equity securities of such entity is $250,000,000 or more. Any entity satisfying either of the conditions set forth in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall preceding sentence is referred to in this Lease as a "Qualified Assignee." As used in this paragraph, the guaranty term "Aggregate Market Value" means the value of the Lease proposed assignee's outstanding equity securities calculated by Air Industries Group be terminated or released. Any assignment of this Lease or subletting using the price at which such equity security was last sold (or, if there has been no such sale, the average of the Premises without notification to bid and consent asked prices of such securities) as of a date designated by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: within sixty (a60) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months days prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Except as expressly provided herein, Tenant may not assign its shall not, by operation of law or otherwise, (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber the Lease, the Premises or any part of or interest in this the Lease or the Premises, (b) sublet the whole all or any part of the Premises or any right or privilege appurtenant to the Premises, or (c) permit any other party to occupy or use all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, which consent will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. Further, Tenant hereby agrees that Tenant shall remain primarily liable and responsible under not sublease any portion of the Premises (excluding the Original Initial Premises) to another tenant in the Building. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord’s consent (i) to any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the sale of all or substantially all of the assets of Tenant; (iv) in connection with a sublease which has a term (including any renewal, option or extension term(s)) of less than eighteen (18) months; (v) in connection with a sublease of less than twenty-five thousand (25,000) square feet of Rentable Area to an entity with whom Tenant has a contractual relationship such that the sublease is for the convenience of Tenant’s business operations in the event Premises; or (vi) in connection with a sublease to an entity to whom Tenant has sold a discrete, identified business unit of any Tenant or an Affiliate of Tenant. If Tenant elects to so sublease or assign this Lease, Tenant shall notify Landlord in writing within fifteen (15) days after Tenant’s transfer and shall provide to Landlord evidence in writing that such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty complies with one or more of the Lease by Air Industries Group be terminated or releasedcriteria set forth above. Any assignment of this Lease or subletting sublease pursuant to terms of clauses (i), (ii) or (iii) above only, but not (iv), (v) or (vi) above, shall be hereafter known as an “Affiliated Transfer” and any assignment of this Lease or sublease pursuant to the terms of any of the provisions of (i), (ii), (iii), (iv), (v) or (vi) above in this paragraph shall be hereafter known as a “Permitted Transfer”. No such assignment, sublease or transfer, however, shall release Tenant from any covenant, liability or obligation under this Lease. In the event Landlord shall not withhold its approval of the proposed transfer in writing and with specific reasons for said withholding of approval within fifteen (15) days after receipt of Tenant’s written request, including receipt of all information required to be furnished by Tenant hereunder, such approval shall be deemed to be given. Notwithstanding anything to the contrary, Landlord agrees and acknowledges that Tenant may, from time to time, sublease various portions of the Premises without notification to U.S. Bank National Association and/or U.S. Bancorp and consent by Landlord that any and all such subleases shall not be effective as to Landlord and Landlord shall not be bound therebydeemed an Affiliated Transfer for purposes of this Lease. If Tenant agrees that it shall not be unreasonable for Landlord to withhold its requests Landlord’s consent to any Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; its proposed use of the Premises if other than general office use; a copy of the proposed sublease or assignment if: agreement; if the transferee is a privately held corporation, then any financial information for such transferee obtained by Tenant (a) The which shall be kept confidential by Landlord and only used for the purpose of evaluating such proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior the action to execution for Landlord’s review be taken by Landlord hereunder); and approval and a fully executed counterpart in the event of an assignment, the proposed change in the name of the sublease or assignment Building (if any) that such transferee may elect pursuant to the terms and assumption conditions of Section 35.1 of this Lease. Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under the Lease, but rather Tenant’s transferee shall assume all of Tenant’s obligations under the Lease in a writing reasonably satisfactory to Landlord, and Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s or Tenant’s rights as applicableto any subsequent Transfer. Notwithstanding anything to the contrary, within ten with respect to any proposed sublease of one (101) days after the date Floor or more of the execution Premises and which has a term of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by applicable Term of this Lease and to which Landlord’s prior consent is required (the portion of the Premises to be subleased is hereinafter known as the “Sublet Space”), Landlord shall also have the option (i) to sublet the entire Sublet Space from Tenant at the Premises. same Base Rental as Tenant is required to pay to Landlord under this Lease for the Sublet Space, or (hii) Without consent of to terminate this Lease as to the Sublet Space as provided below; provided, however, Landlord, Tenant may sell ’s right in this paragraph to so sublet or transfer shall not apply to a minority Permitted Transfer and shall not apply to the Original Initial Premises, but Landlord’s right shall apply to the Initial Expansion Space and all other space thereafter leased to Tenant. For purposes of this paragraph, the term “all or substantially all of the then applicable Term” shall mean any sublease which has a term in excess of three (3) years and which will expire within one (1) year of the expiration of the then applicable Term. Landlord’s option to sublet or to terminate, as the case may be, shall be exercisable by Landlord in writing within a period of fifteen (15) calendar days after receipt of Tenant’s notice of its equity interests intent to sublease. In the event Landlord exercises the option to sublet the Sublet Space pursuant to Landlord’s option set forth above, the term of the subletting from the Tenant to Landlord shall be the term prescribed in the third party sublease (which shall not be longer than the then current Term of this Lease) and shall be on such terms and conditions as are contained in this Lease (including the Base Rental applicable to the Sublet Space as described in this Lease), except that Landlord shall have the right to further sublet the Sublet Space freely and without any consent or otherwise assign approval from Tenant and for such rent as Landlord shall agree upon in its sole and absolute discretion subject to the following restrictions. If Landlord exercises the option to sublease the Sublet Space or to terminate this Lease as to the Sublet Space, then (a) Landlord shall not sublease or lease to or allow the occupancy of any portion of Floors 1 and 2 only by any Financial Services Business as described in Section 38.1, but the foregoing restriction shall not apply to any other space in the Premises, and (b) such Sublet Space may be leased or further sublet by Landlord only for a use permitted under Legal Requirements which is not incompatible with a first class office building in downtown Minneapolis, Minnesota. If Landlord elects to terminate this Lease pursuant to Landlord’s option set forth above, then this Lease shall terminate as to the Sublet Space on the date set forth in said third party sublease for commencement. If Landlord exercises its option to terminate this Lease with respect to the Sublet Space, as to that portion of the Premises which is not part of the Sublet Space, this Lease shall remain in full force and effect and the Base Rental for the remaining portion of the Premises which is not a part of the Sublet Space shall continue to be determined and paid in the manner provided in this Lease for such space. Landlord shall also have the right in connection with all subleases (other than an affiliate Affiliated Transfer or subsidiary a sublease of Tenant a portion of the Original Initial Premises) to share in any profit from such subleases as hereinafter provided in this paragraph. In the event of such a sublease and (i) if Landlord does not elect to exercise either the option to sublease or its parent company; up to forty-nine terminate as described in the preceding paragraph (if available to Landlord) and (ii) the aggregate rental or other consideration paid by a transferee with respect to any sublease space (except as provided below) exceeds the sum of (y) Tenant’s Rent to be paid to Landlord for such sublease space during such period and (z) an amount equal to the amortized amount of Tenant’s reasonable costs and expenses actually incurred in connection with such Transfer, including reasonable attorneys fees, brokerage fees, reasonable costs of finishing or renovating the space affected and reasonable cash rental concessions, which costs and expenses shall be amortized over the original term of such sublease at an interest rate equal to eight percent (498%) per annum, then seventy-five percent (75%) of such excess shall be paid to Landlord within fifteen (15) days after, such amount is paid to Tenant. The terms of this paragraph and Landlord’s right to receive such excess rent shall not, however, apply to an Affiliated Transfer and shall not apply to the sublease of a portion of the Original Initial Premises. Tenant authorizes its transferees to make payments of rent and any other sums due and payable, or transfer equity interests in connection with going public. (i) Under no circumstances shall directly to Landlord upon an Event of Default by Tenant or Guarantor be released from any liability under this Lease or GuarantyLease. Landlord shall have the right, at Landlord’s expense, to audit Tenant’s books and records relating to each such sublease, provided such information shall be kept confidential. Any attempted Transfer by Tenant in violation of the terms and covenants of this Section 22 shall be void and shall constitute a default by Tenant under the Lease.”

Assignment and Subletting by Tenant. Tenant may not assign its interest in Except for a sublease of all or a portion of the Premises or an assignment of this Lease to (i) the survivor of a merger or consolidation with Tenant, (ii) any entity acquiring all or substantially all of the voting securities or assets of Tenant or (iii) an affiliate or wholly-owned subsidiary of Tenant, which sublease or assignment shall be permitted hereunder and shall not require Landlord's consent (provided that Tenant shall give Landlord prior written notice, and a true and correct copy, of the sublease or assignment document), and which sublease or assignment shall be subject to further prohibitions against sublease or assignment in accordance with the terms of this Section 4.17, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord's consent, which consent will shall not be unreasonably withheldunreasonably, withheld or delayed but may be granted or conditionedwithheld in accordance with the provisions set forth in Section 4.17.3 hereof. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord, in the event of addition to any other remedies provided in this Lease or by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as apply such rents against any sums due to Landlord and Landlord shall not be bound thereby. from Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months under this Lease, and no later than three months prior such collection shall be construed to constitute a novation or release of Tenant from the effective date further performance of Tenant's obligations under this Lease. Upon the proposed assignment; (b) The Proposed Assignee shall not agree in writing occurrence of an Event of Default, Tenant hereby makes an absolute assignment to assume all Landlord of such assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord's written consent. Notwithstanding the foregoing Tenant shall have the right, without Landlord's consent, but upon giving prior consent of written notice to Landlord, to assign this Lease or to sublet all or any part of the Premises to an affiliated entity controlling, controlled by, or under common control with Tenant or to a corporation or other entity resulting from a merger of or consolidation with Tenant or to an entity to which consent will not all or substantially all of Tenant's assets shall be unreasonably withheldtransferred (such entity being referred to herein as a "Permitted Assignee" or "Permitted Subtenant," as the case may be) provided, delayed that the assignee or conditionedsubtenant thereof executes and delivers to Landlord an agreement ("Assumption Agreement") pursuant to which such transferee shall agree to be bound by all of the terms, provisions and conditions of the Lease including, without limitation, the provisions of this paragraph 4.16 and, provided further, such Permitted Assignee or Permitted Subtenant, as the case may be, shall have, at the time of the transfer, a net worth equal to the greater of (x) the net worth of Tenant as of the date of this Lease or (y) the net worth of Tenant as of the date of the transaction in question. For purposes of the preceding sentence, "control" shall mean direct or indirect ownership of more than fifty percent (50%) of the beneficial interest of the entity in question. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord, in the event of addition to any other remedies provided in this Lease or by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as apply such rents against any sums due to Landlord from Tenant under this Lease, and Landlord no such collection shall not be bound therebyconstrued to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Tenant agrees that it shall not be unreasonable for makes an absolute assignment to Landlord of such assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease from and after the date of assignment; (c) Lease. No consent once given by Landlord to any assignment or subletting shall be deemed to relieve Tenant or Proposed Assignee shall fail any assignee or subtenant from the obligations of seeking Landlord's prior written consent to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantorany subsequent transfer. (g) Without consent of Landlord 4.16.2 In the event Tenant may desires to assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires sublet all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or transfer equity interests in connection with going public. assignee, the proposed term, the nature of the proposed subtenant's or assignee's business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (ia) Under no circumstances shall Tenant such financial information as Landlord may reasonably request concerning the proposed subtenant or Guarantor be released from any liability under this Lease assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or Guaranty.other appropriate officer of the proposed subtenant or assignee; (b) proof satisfactory to

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s consent, which consent will shall not be unreasonably withheldwithheld or delayed. Notwithstanding any permitted assignment or subletting, delayed or conditioned. Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease and promptly remit the balance to Tenant. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease but such amounts shall not be released from its obligations hereunder nor retained by Landlord unless and until the occurrence of an Event of Default under the Lease by Tenant. 4.16.2 In the event Tenant desires to assign this Lease or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the guaranty name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant’s or assignee’s business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof reasonably satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease by Air Industries Group be terminated Term (or released. Any assignment for the entire term of the sublease, if shorter) in compliance with the terms of this Lease or subletting Lease; and (c) a copy of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment ifor letter of intent. Tenant shall pay to Landlord, upon Landlord’s demand therefor, Landlord’s reasonable attorneys’ fees incurred in the review of such documentation and in documenting Landlord’s consent. Receipt of such fee shall not obligate Landlord to approve the proposed assignment or sublease. 4.16.3 Without limiting what may be construed as a factor considered by Landlord, Tenant agrees that any one or more of the following will be proper grounds for Landlord’s disapproval of a proposed assignment or sublease: (a) The proposed assignee (“Proposed Assignee”) refuses or subtenant does not, in Landlord’s reasonable judgment, have financial worth or creditworthiness to provide commercially reasonable assurances of the full and timely performance under this Lease; or Landlord with has received insufficient evidence of the financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date worth or creditworthiness of the proposed assignmentassignee or subtenant to make the determination set forth in this clause; (b) The Proposed Assignee shall not agree Landlord has had material, relevant and recent prior negative leasing experience with the proposed assignee or subtenant or an affiliate; or, in writing to assume all Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in a business, or the Premises or any part of the obligations Premises will be used in a manner, that is not in keeping with the then standards of Tenant under this Lease from and after the date Building, or that is not compatible with the businesses of assignmentother tenants in the Building, or that is inappropriate for the Building, or that will violate any negative covenant as to use contained in any other lease of space in the Building; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee The use of One Thousand Five Hundred ($1,500.00) Dollars (increased the Premises by 2% each year commencing 1/1/17) in connection with the proposed sublet assignee or assignment of this leasesubtenant will not be permitted under the Permitted Uses; (d) There exists an Event of Default by Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of under this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent Landlord has had written negotiations with the proposed assignee or is generally held subtenant, in disrepute;the three (3) months preceding Tenant’s request, regarding the leasing of space by such proposed assignee or subtenant in the Building or any other buildings owned by Landlord in Xxxxxxxx 405 Corporate Center. 4.16.4 Within fifteen (f15) Without consent Business Days after Landlord’s receipt of all required information to be supplied by Tenant pursuant to this paragraph, Landlord shall notify Tenant of Landlord’s approval, disapproval or conditional approval of any proposed assignment or subletting or of Landlord’s election to recapture as described below. Landlord shall have no obligation to respond unless and until all required information has been submitted. In the event Landlord approves of any proposed assignment or subletting, Tenant may assign this Lease and the proposed assignee or sublessee shall execute and deliver to a corporation Landlord an assignment (or subletting) and assumption agreement in form and content reasonably satisfactory to Landlord. 4.16.5 Any transfer, assignment or hypothecation of any of the stock or interest in Tenant, or the assets of Tenant, or any other entity transaction, merger, reorganization or event, however constituted which is a direct or indirect subsidiary subterfuge denying Landlord the benefits of Guarantorthis paragraph, shall be deemed to be an assignment within the meaning and provisions of this paragraph and shall be subject to the provisions of this paragraph. (g) Without consent of 4.16.6 If Landlord consents to any assignment or sublease and Tenant may assign this Lease receives rent or any other consideration, either initially or over the holders term of the equity interests of Tenant may sell assignment or assign such interests to a third party which acquires all or substantially all sublease, in excess of the business then being conducted by Tenant at Base Rent and Additional Rent (or, in the Premises. (h) Without consent case of Landlord, Tenant may sell or transfer a minority sublease of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) a portion of the Premises, or transfer equity interests in connection with going publicexcess of the Base Rent paid by Tenant on a square footage basis under this Lease), Tenant shall pay to Landlord fifty percent (50%) of such excess, after Tenant deducts its reasonable costs of subleasing (brokerage fees, tenant improvements, concessions and reasonable legal review fees). 4.16.7 Notwithstanding any contrary provision in the previous subparagraphs of this paragraph, Landlord’s consent shall not be required, but advance written notice to Landlord shall be required for any proposed assignment or subletting of the Premises (ia “Permitted Transfer”) Under no circumstances shall Tenant to (a) any entity resulting from a merger or Guarantor be released from consolidation with HouseValues, Inc., (b) any liability under this Lease entity succeeding to the business and assets of HouseValues, Inc., or Guaranty(c) any affiliated subsidiary or related company.

Assignment and Subletting by Tenant. Tenant may not assign its interest in sell, assign, or mortgage this Lease or sublet the whole Leased Premises or any part thereof, without the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed; and any attempted assignment or subletting without such consent shall be invalid. In the event of a permitted assignment or subletting, Tenant shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant's other obligations under the terms, conditions and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all Tenant's obligations under this Lease. Upon the occurrence of an event of default, if all or any part of the Leased Premises without the prior consent of are then assigned or sublet, Landlord, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable and responsible under in addition to any other remedies provided by this Lease in or by law, may, at its option, collect directly from the event assignee or subtenant all rent becoming due to Landlord by reason of any such the assignment or sublease and subletting. Any collection by Landlord from the assignee or subtenant shall not be released construed to constitute a waiver or release of Tenant from the further performance of its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders making of a new lease with such assignee or subtenant. It shall be reasonable for Landlord to refuse to give its consent to any proposed assignment or subletting based on, among other things, Landlord's reasonable determination that its interest in the equity interests of Tenant may sell Lease or assign such interests to a third party which acquires all or substantially all of the business then being conducted Leased Premises would be adversely affected by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant the financial condition, creditworthiness or Guarantor be released from any liability under this Lease business reputation of the proposed assignee or Guarantysubtenant, (ii) the prevailing market or quoted rental rates for space in the Building or other comparable buildings or (iii) the proposed use of the Leased Premises by, or business of, the proposed assignee or subtenant.

Assignment and Subletting by Tenant. 7.1.1 Tenant may shall not assign its interest in have the right, directly or indirectly (by change of control or otherwise) to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s consent, which consent will may not be unreasonably withheld, delayed withheld or conditioneddelayed. Any subtenants of Tenant are subject to the same such consent requirement from Landlord. In no event shall remain primarily liable and responsible the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Landlord’s conditioning of its consent under this Lease in the event Section 7.2 (“Landlord Share of any such assignment or sublease and Revenue Surplus”) shall not be released deemed unreasonable. No sublease or assignment, including one to which Landlord has consented, shall release Tenant from its obligations hereunder nor shall under this Lease. 7.1.2 Notwithstanding the guaranty of the Lease foregoing, Tenant may, without obtaining Landlord's prior consent, but upon ten (10) business days prior written notice to Landlord, make an assignment to (i) any firm or corporation which Tenant controls, is controlled by Air Industries Group be terminated or released. Any assignment of this Lease is under common control with; (ii) any partnership in which Tenant has a controlling interest; or subletting of the Premises without notification (iii) any entity which succeeds to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease all or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume substantially all of Tenant's assets whether by merger, sale or otherwise, provided that in any such case the assignee assumes in full the obligations of Tenant under this Lease from (an entity falling under items (i), (ii) and after the date of assignment; (c) Tenant or Proposed Assignee iii), shall fail be referred to pay to Landlord a processing fee of One Thousand Five Hundred as an "Affiliate"), provided that ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (da) Tenant shall fail to furnish provide Landlord with current financial statements of such Affiliate certified by an officer, partner or owner thereof, and (b) Landlord determines, in its reasonable discretion, that such Affiliate has a true and correct copy net worth equal to or exceeding the net worth of Tenant. For the sublease or avoidance of doubt, in the event of Tenant’s assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability Affiliate under this Lease or GuarantySection, Landlord shall not be entitled to any share of revenue surplus under Section 7.2.

Assignment and Subletting by Tenant. A. Tenant may not assign its interest in this Lease shall not, directly or sublet the whole indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant's leasehold estate hereunder (collectively "Assignment"), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any portion thereof ("Sublease") without Landlord's prior written consent being had and obtained in each instance, subject to the prior consent of Landlord, which consent will not be unreasonably withheld, delayed or conditioned. terms and conditions contained in this Section. B. If Tenant shall remain primarily liable and responsible under this Lease in the event of desires at any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment time to enter into an Assignment of this Lease or subletting a Sublease of the Premises without notification to and consent by Landlord or any portion thereof, Tenant shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of request, in writing, at least 12 months ending no earlier than six months and no later than three months sixty (60) thirty (30) days prior to the effective date of the Assignment or Sublease, Landlord's consent to the Assignment or Sublease, and shall provide Landlord with the following information: (1) The name of the proposed assignmentassignee, subtenant or occupant; (b2) The Proposed Assignee shall not agree in writing to assume all nature of the obligations of Tenant under this Lease from and after proposed assignee's, subtenant's or occupant's business to be carried on in the date of assignmentPremises; (c3) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee The terms and provisions of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet Assignment or assignment Sublease and a copy of this lease;such documents; and (d4) Tenant Such financial information concerning the proposed assignee, subtenant or occupant and other reasonable information regarding the transaction which Landlord shall fail to furnish Landlord with a true and correct copy have requested following its receipt of the sublease or assignment and assumption not less than Tenant's request for consent. C. At any time within thirty (30) days prior after Landlord's receipt of the notice specified above, Landlord may by written notice to execution Tenant elect either to (a) consent to the proposed Assignment or Sublease, (b) refuse to consent to the proposed Assignment or Sublease, or (c) terminate this Lease in full with respect to an Assignment or terminate in part with respect to a Sublease and enter into a lease directly with the proposed assignee or sublessee. Landlord and Tenant agree (by way of example and without limitation) that Landlord shall be entitled to take into account any fact or factor which Landlord reasonably deems relevant to such decision, including but not necessarily limited to the following, all of which are agreed to be reasonable factors for Landlord’s review and approval and a fully executed counterpart 's consideration: (1) The financial strength of the sublease proposed assignee or assignment and assumption subtenant (which shall be at least equal to that of Tenant as of the date of execution of this Lease), as applicable, within ten (10) days after including the date adequacy of the execution its working capital to pay all expenses anticipated in connection with any remodeling of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h2) Without consent The experience of Landlordthe proposed assignee or subtenant with respect to businesses of the type and size which such assignee or subtenant proposes to conduct in the Premises. (3) The quality and nature of the business and/or services to be conducted in or from the Premises by the proposed assignee or subtenant and in any other locations which it has, Tenant may sell as reflected by, among other things, average sales or transfer a minority revenue. (4) Violation of its equity interests exclusive use rights previously granted by Landlord to other tenants of the Building or otherwise assign Project. (5) The effect of the type of services and business which the proposed assignee or sublease subtenant proposes to an affiliate conduct in the Premises upon the tenant mix in the Building or subsidiary in the portion of Tenant or its parent company; up to forty-nine percent (49%) of the Project which contains the Premises, including duplication of services offered by surrounding tenants and compatibility of the services and business which such assignee or transfer equity interests subtenant proposes to conduct in connection or offer from the Premises with going publicbusiness and services conducted by surrounding tenants in the Project. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. A. Tenant shall not, without the prior written consent of Landlord in each instance, (i) assign, transfer, mortgage, pledge, hypothecate or encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it, (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) sublet the Premises or any part thereof, or (iv) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 6 of this Lease or by anyone other than the Tenant and Tenant's employees. In no event shall this Lease or any interest herein be assigned or assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings, except as provided by law. Notwithstanding the foregoing, tenant may not assign its interest in this Lease or sublet the whole Premises without Landlord's prior written consent (a) to any parent, subsidiary or affiliate of Tenant if Tenant gives Landlord thirty (30) days' prior written notice of the proposed assignment or sublet and if Landlord receives within such thirty (30) day period, evidence reasonably satisfactory to Landlord of the financial capability of said parent, subsidiary or affiliate, or (b) in connection with a reorganization, merger, consolidation or sale by Tenant of all or substantially all of its assets, if Tenant gives Landlord thirty (30) days' prior written notice of said reorganization, merger, consolidation or sale and if Landlord receives evidence satisfactory to Landlord that the net worth of the proposed transferee or surviving entity, as the case may be, is not less than Tenant's net worth. Any parent, subsidiary or affiliate or other transferee or surviving entity shall continue to use the Premises in a manner consistent with Tenant's use of the Premises. Tenant's assignment or sublet to a parent, subsidiary or affiliate or in connection with the sale, reorganization, merger or consolidation shall not operate to release Tenant from any of its liabilities or obligations under this Lease. Tenant's right to assign this Lease or sublet the Premises to a parent, subsidiary, or affiliate or in connection with a sale, reorganization, merger or consolidation does not relieve Tenant of any other obligations or deny Landlord any other of its rights under this Section 14, unless specifically provided otherwise in this Section 14. B. Consent by Landlord to any assignment, subletting, use, occupancy, transfer or encumbrance shall not operate to relieve Tenant from any covenant, liability or obligation hereunder (whether past, present or future), including, without limitation, the obligation to pay Rent, except to the extent, if any, expressly provided for in such consent, or be deemed to be a consent to any subsequent assignment, subletting, use, occupancy, transfer or encumbrance. Tenant shall pay all of Landlord's costs, charges and expenses, including without limitation, reasonable attorney's fees, incurred in connection with any assignment, subletting, use, occupancy, transfer or encumbrance made or requested by Tenant. D. If Tenant, having first obtained Landlord's consent to any assignment or sublease, or if Tenant or a trustee in bankruptcy for Tenant pursuant to the Bankruptcy Code, shall assign this Lease or sublet the Premises, or any part thereof, at a rental or for other consideration in excess of the Premises without aggregate of the prior consent of LandlordBase Rent, which consent will not be unreasonably withheldOperating Cost Share Rent, delayed or conditioned. and Tax Share Rent due and payable by Tenant under this Lease, then Tenant shall remain primarily liable and responsible under pay to Landlord as Additional Rent all of such excess Rent or other consideration within ten (10) days after receipt thereof from time to time. E. If Tenant shall assign this Lease in as permitted herein, the event of any such assignment or sublease and assignee shall not be released from its obligations hereunder nor shall the guaranty expressly assume all of the Lease obligations of Tenant hereunder and agree to comply with and be bound by Air Industries Group be terminated or released. Any assignment all of the terms, provisions and conditions of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as Lease, in a written instrument satisfactory to Landlord and furnished to Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months fifteen (15) days prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) . If Tenant shall fail sublease the Premises as permitted herein, Tenant shall obtain and furnish to furnish Landlord with a true and correct copy of the sublease or assignment and assumption Landlord, not less later than thirty fifteen (3015) days prior to execution for the effective date of such sublease and in form satisfactory to Landlord’s review , the written agreement of such subtenant that it shall comply with and approval and a fully executed counterpart be bound by all of the sublease or assignment terms, provisions and assumption conditions of this LeaseLease and that it will attorn to Landlord, at Landlord's option and written request, in the event this Lease terminates before the expiration of the sublease. F. If Tenant is a corporation whose stock is not publicly traded, any transaction or series of transactions (including, without limitation, any dissolution, merger, consolidation or other reorganization of Tenant, or any issuance, sale, gift, transfer or redemption of any capital stock of Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant, other than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 14. If Tenant is a partnership, any transaction or series of transactions (including without limitation any withdrawal or admittance of a partner or any change in any partner's interest in Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant, other than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 14. The term "control" as applicableused in this Section 14F means the power to directly or indirectly direct or cause the direction of the management or policies of Tenant. If Tenant is a corporation, within ten a change or series of changes in ownership of stock which would result in direct or indirect change in ownership by the stockholders or an affiliated group of stockholders of less than fifty percent (1050%) days after of the outstanding stock as of the date of the execution and delivery of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to shall not be considered a corporation or other entity which is a direct or indirect subsidiary change of Guarantorcontrol. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Tenant may not assign its interest in this Lease or sublet the whole or The following provisions shall apply to any part of the Premises without the prior consent of Landlord, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease subletting by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment ifTenant: (a) The proposed assignee (“Proposed Assignee”) refuses Tenant shall not assign or encumber its interest in this Lease, whether voluntarily or by operation of law without Landlord's prior written consent. Any attempted assignment or encumbrance without Landlord's prior written consent shall be voidable and, at Landlord's election, shall constitute a default by Tenant hereunder. Tenant shall have the right to sublease the Leased Premises, or any portion thereof, without Landlord's consent and shall provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date notice of the proposed assignment;identity of a sublessee following any such subletting. (b) The Proposed Assignee Tenant agrees to reimburse Landlord for all reasonable costs and attorneys' fees incurred by Landlord in conjunction with the processing and documentation of any assignment, transfer, change of ownership or hypothecation of the Leased Premises or Tenant's interest in this Lease. No assignment, subletting, transfer, change of ownership or hypothecation shall not agree be effective until (i) Tenant shall have paid such costs and fees (except as to subletting); (ii) each such assignee or transferee (excluding a subtenant) shall have agreed in writing for the benefit of Landlord to assume all of assume, to be bound by, and to perform the obligations of Tenant under this Lease from to be performed by Tenant, and after the date (iii) an executed copy of such sublease, assignment;, encumbrance, or other agreement of transfer shall have been delivered to Landlord. (c) Tenant Consent by Landlord to one or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet more assignments or assignment encumbrances of this lease;Lease shall not be deemed to be a consent to any subsequent assignment or encumbrance. (d) No subletting or assignment, even with the consent of Landlord, shall relieve Tenant shall fail of its personal and primary obligation to furnish Landlord with a true pay Rent and correct copy to perform all of the sublease or assignment and assumption other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any person shall not less than thirty (30) days prior be deemed to execution for Landlord’s review and approval and be a fully executed counterpart waiver by Landlord of the sublease or assignment and assumption any provision of this Lease, as applicable, within ten (10) days after the date of the execution of same;Lease or to be a consent to any assignment. (e) The Proposed Assignee is not solvent or is generally held in disrepute; (fSubject to Subparagraph 14.1(a) Without consent of Landlordabove, if Tenant may assign this Lease to a corporation or other entity which is a direct corporation, any dissolution or indirect subsidiary sale of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of its assets, merger, consolidation or other reorganization of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law, of any general partner, or the business then being conducted by dissolution of the partnership, shall be deemed a voluntary assignment. Notwithstanding the foregoing provisions of this Subparagraph 14.1(e) to the contrary and subject to Tenant's compliance with the other provisions of this Article XIV, and to the condition that Tenant is not in default under this Lease at the Premises. (h) Without consent time of such events, without it being deemed an assignment or encumbrance hereunder requiring Landlord's consent, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances Tenant shall be permitted to effect a corporate merger, consolidation or reorganization, provided, however, that Xxxxxx Xxxxxxxxxxx remains the Tenant or Guarantor be released from any liability under this Lease or Guaranty(ii) if Xxxxxx Xxxxxxxxxxx would not continue to be the Tenant by operation of law, any such merger, consolidation or reorganization is effected in accordance with applicable statutory provisions for merger, consolidation or reorganization of corporations, which provide that the liabilities of the corporation participating in such merger or consolidation are assumed by the corporation surviving such merger or consolidation.

Assignment and Subletting by Tenant. Tenant may not assign shall have the right to assign, sublet or otherwise transfer its interest in this Lease and its rights hereunder to any entity or sublet the whole or any part of the Premises without the prior consent of person, with Landlord’s written consent, which consent will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the proposed assignment, subletting or transfer. Notwithstanding the foregoing, Tenant shall remain primarily liable and responsible under may assign, sublet or otherwise transfer its interest in this Lease without Landlord’s consent, written or otherwise, to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the event Premises is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any such assignment or sublease and of the Lease pursuant to the preceding two (2) sentences, Tenant shall not be released from its obligations liability hereunder nor shall the guaranty of so long as the Lease by Air Industries Group is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be terminated or released. Any assignment released of any and all further liability under this Lease or subletting and if such assignee does not have the Minimum Net Worth as of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the proposed assignment; (b) The Proposed Assignee Minimum Net Worth thereafter, Tenant shall not agree in writing to assume all of the obligations of Tenant be immediately and automatically released from any further liability under this Lease from and after the date of assignment; (c) such subsequent date. Tenant or Proposed Assignee shall fail to pay deliver to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease document of assignment, subletting or assignment and assumption not less than thirty (30) days prior transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to execution for Landlord’s review and approval and restrict or referring in any manner to a fully executed counterpart change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the sublease capital stock of Tenant, or assignment and assumption of this Leaseany subsidiary, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary parent of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going publicTenant. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.17.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s consent. Notwithstanding any permitted assignment or subletting, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord, in the event of addition to any other remedies provided in this Lease or by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. Landlord agrees not to collect any such rent, security deposits or other sums payable under such assignments and subleases unless an Event of Default shall have occurred and be released from its obligations hereunder nor continuing. 4.17.2 In the event Tenant desires to assign this Lease or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the guaranty name of the proposed subtenant or assignee, the proposed term, the proposed commencement date of the assignment or sublease, the nature of the proposed subtenant’s or assignee’s business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate, complete and prepared in conformance with generally accepted accounting principles by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will promptly occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease by Air Industries Group be terminated Term (or released. Any assignment for the entire term of the sublease, if shorter) in compliance with the terms of this Lease or subletting Lease; and (c) a copy of the Premises without notification proposed sublease or assignment or letter of intent. At the same time that Tenant provides Landlord with notice of its desire to assign or sublease, Tenant shall pay to Landlord the sum of $500 as Landlord’s fee for processing such proposed assignment and consent sublease, including attorneys’ fees incurred by Landlord with respect to such processing (provided that such fee shall be waived in the event Landlord accepts the proposed assignment or sublease and the rent or other consideration, either initially or over the term if the assignment or sublease, exceeds the Base Rent payable hereunder). Receipt of such fee shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for obligate Landlord to approve the proposed assignment or sublease. 4.17.3 In determining whether to grant or withhold its consent to a proposed sublease assignment or sublease, Landlord may consider, and weigh, any commercial factor it deems relevant. Without limiting what may be construed as a factor considered by Landlord in good faith, Tenant agrees that anyone or more of the following will be proper grounds for Landlord’s disapproval of a proposed assignment ifor sublease: (a) The proposed assignee (“Proposed Assignee”) refuses or subtenant is or will be unwilling or unable to provide execute and deliver to Landlord an ERISA Certificate in a form consistent with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date provisions of the paragraph captioned “ERISA Representations”, as may be updated by Landlord, or Landlord believes that the proposed assignmentassignment or sublease will constitute a prohibited transaction under or otherwise violate ERISA; (b) The Proposed Assignee proposed assignee or subtenant does not, in Landlord’s good faith judgment, have sufficient financial worth to insure the full and timely performance under this Lease; (c) Landlord has received insufficient evidence of the financial worth or creditworthiness of the proposed assignee or subtenant to make the determination set forth in clause (b); (d) The proposed assignee or subtenant has a reputation for disputes in contractual relations, for failure to observe and perform its contractual obligations in a timely and complete manner or for negative business relations in the business community as a tenant of property or otherwise; (e) Landlord has received from any prior lessor of the proposed assignee or subtenant a negative report concerning such prior lessor’s experience with the proposed assignee or subtenant; (f) Landlord has had prior negative leasing experience with the proposed assignee or subtenant; (g) In Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in a business, or the Premises or any part of the Premises will be used in a manner, that is not in keeping with the then standards of the Building, or that is not compatible with the businesses of other tenants in the Building, or that is inappropriate for the Building, or that will violate any negative covenant as to use contained in any other lease of space in the Building; (h) The use of the Premises by the proposed assignee or subtenant will violate any Governmental Requirement or create a violation of Access Laws; (i) An Event of Default has occurred and continuing under this Lease; (j) Landlord does not approve of any of the tenant improvements required for the proposed assignee or subtenant; or (k) The proposed assignee or subtenant is a current tenant or a subtenant of the Building, or Landlord has shown space in the Building other than the Premises to the proposed assignee or subtenant in the six (6) months preceding Tenant’s request. 4.17.4 Within fifteen (15) calendar days after Landlord’s receipt of all required information to be supplied by Tenant pursuant to this paragraph, Landlord shall not agree notify Tenant of Landlord’s approval, disapproval or conditional approval of any proposed assignment or subletting, or of Landlord’s election to recapture the space as provided in writing subparagraph 4.17.7. Landlord shall have no obligation to assume respond unless and until all required information has been submitted. In the event Landlord approves of any proposed assignment or subletting, Tenant and the proposed assignee or sublessee shall execute and deliver to Landlord an assignment (or subletting) and assumption agreement in form and content satisfactory to Landlord. 4.17.5 Notwithstanding anything in this Paragraph 4.17 to this contrary, without the consent of Landlord but upon notice to Landlord, Tenant may assign or sublet all or any part of the Premises to any of the following (each, a “Permitted Transferee”): (a) any entity that controls, is controlled by, or is under common control with, Tenant; or (b) any corporation resulting from the merger, consolidation or other corporate reorganization with Tenant or to any entity that acquires all of substantially all of Tenant’s assets, as long as the assignee or sublessee is a bona fide entity and assumes the obligations of Tenant under this Lease from and after such entity has a net worth following such merger, consolidation or reorganization at least equal to the net worth of Tenant on the date hereof or the date of assignment;such merger, consolidation or reorganization, whichever is higher; provided that such corporation or other entity is not a party in interest with Landlord that would result in this Lease being a nonexempt prohibited transaction under ERISA. 4.17.6 If Landlord consents to any assignment or sublease and Tenant receives rent or any other consideration, either initially or over the term of the assignment or sublease, in excess of the Base Rent and Additional Rent (c) or, in the case of a sublease of a portion of the Premises, in excess of the Base Rent paid by Tenant or Proposed Assignee on a square footage basis under this Lease), Tenant shall fail to pay to Landlord fifty (50%) percent of such excess. 4.17.7 If Tenant delivers a processing fee notice to Landlord requesting approval of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) a proposed assignment or sublease, then Landlord may elect, in connection with the case of a proposed assignment of the Lease or subletting of the entire Premises, to terminate this Lease or, in the case of a proposed subletting of a portion of the Premises, to terminate Tenant’s rights under this Lease as to the area proposed to be sublet, as of the date set forth in that notice for the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy commencement date of the sublease assignment or assignment and assumption not less than thirty the sublease; provided that, if no date is set forth in Tenant’s notice, then Landlord may elect to terminate this Lease as of a date at least sixty (3060) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) calendar days after the date of the execution of same; notice. Landlord shall exercise its rights under this subparagraph by written notice to Tenant no later than twenty (e20) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders calendar days after its receipt of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all last of the business then being conducted materials delivered by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability Landlord under this Lease or Guarantyparagraph 4.17.

Assignment and Subletting by Tenant. A. Tenant shall not, without the prior written consent of Landlord in each instance, (i) assign, transfer, mortgage, pledge, hypothecate or encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it, (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) sublet the Premises or any part thereof, or (iv) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 6 of this Lease or by anyone other than the Tenant and Tenant's employees. In no event shall this Lease or any interest herein be assigned or assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings, except as provided by law. Notwithstanding the foregoing, Tenant may not assign its interest in this Lease or sublet the whole Premises without Landlord's prior written consent (a) to any parent, subsidiary or affiliate of Tenant if Tenant gives Landlord thirty (30) days' prior written notice of the proposed assignment or sublet and if Landlord receives within such thirty (30) day period, evidence reasonably satisfactory to Landlord of the financial capability of said parent, subsidiary or affiliate, or (b) in connection with a reorganization, merger, consolidation or sale by Tenant of all or substantially all of its assets, if Tenant gives Landlord thirty (30) days' prior written notice of said reorganization, merger, consolidation or sale and if Landlord receives evidence satisfactory to Landlord that the net worth of the proposed transferee or surviving entity, as the case may be, is not less than Tenant's net worth. Any parent, subsidiary or affiliate or other transferee or surviving entity shall continue to use the Premises in a manner consistent with Tenant's use of the Premises. Tenant's assignment or sublet to a parent, subsidiary or affiliate or in connection with the sale, reorganization, merger or consolidation shall not operate to release Tenant from any of its liabilities or obligations under this Lease. Tenant's right to assign this Lease or sublet the Premises to a parent, subsidiary, or affiliate or in connection with a sale, reorganization, merger or consolidation does not relieve Tenant of any other obligations or deny Landlord any other of its rights under this Section 14, unless specifically provided otherwise in this Section 14. Tenant agrees that Landlord shall have the right to grant or withhold its consent in its sole discretion to an assignment of this Lease or sublet of the Premises by Tenant to any other tenant or proposed tenant of the Xxxxx Deer Business Park unless Landlord has no other space for rent in the Xxxxx Deer Business Park. B. Consent by Landlord to any assignment, subletting, use, occupancy, transfer or encumbrance shall not operate to relieve Tenant from any covenant, liability or obligation hereunder (whether past, present or future), including, without limitation, the obligation to pay Rent, except to the extent, if any, expressly provided for in such consent, or be deemed to be a consent, or be deemed to be a consent to any subsequent assignment, subletting, use, occupancy, transfer or encumbrance. Tenant shall pay all of Landlord's costs, charges and expenses, including without limitation, reasonable attorney's fees, incurred in connection with any assignment, subletting, use, occupancy, transfer or encumbrance made or requested by Tenant. C. Tenant shall, by notice in writing, advise Landlord of its intention from, on and after a stated date (which shall not be less than sixty (60) days after the date of Tenant's notice) to assign this Lease or sublet any part or all of the Premises for the balance or any part of the Premises without Term, and, in such event (except in those instances where Page 15, Insert 3 applies). Landlord shall have the prior consent right, to be exercised by giving written notice to Tenant within thirty (30) days after receipt of LandlordTenant's notice, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable and responsible under to terminate this Lease with respect to the space described in Tenant's notice as of the event date stated in Tenant's notice for the commencement of any such the proposed assignment or sublease. Tenant's notice shall include the name and address of the proposed assignee or subtenant, a true and complete copy of the proposed assignment or sublease and shall not be released from its obligations hereunder nor shall sufficient information as Landlord deems necessary to permit Landlord to determine the guaranty financial responsibility and character of the proposed assignee or subtenant. If Tenant's notice covers all of the Premises and if Landlord exercises its right to terminate this Lease as to such space, then the Term of this Lease shall expire and end on the commencement date stated in Tenant's notice as fully and completely as if that date had been the Termination Date. If, however, Tenant's notice covers less than all of the Premises, and if Landlord exercises its right to terminate this Lease with respect to such space described in Tenant's notice, then as of the commencement date stated in Tenant's notice, the Rent reserved herein shall be adjusted on the basis of the number of rentable square feet retained by Air Industries Group be terminated or releasedTenant, and this Lease as so amended, shall continue thereafter in full force and effect. Any If Landlord, upon receiving Tenant's notice, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold its consent to Tenant's assignment of this Lease or subletting of the Premises without notification to and consent space covered by Landlord shall its notice, provided Tenant is not be effective as to Landlord and Landlord shall not be bound therebyin default beyond any applicable grace or notice period. Tenant agrees that Without limitation, it shall not be unreasonable deemed reasonable for Landlord to withhold its consent to a proposed sublease Tenant's assignment of this Lease or assignment if: (a) The subletting the space covered by its notice if the proposed assignee or sublessee is a tenant or occupant of the building or an affiliate (“Proposed Assignee”a person controlling, controlled by or under common control with) refuses of a tenant or occupant of the Building. D. If Tenant, having first obtained Landlord's consent to provide any assignment or sublease, or if Tenant or a trustee in bankruptcy for Tenant pursuant to the Bankruptcy Code, shall assign this Lease or sublet the Premises, or any part thereof, at a rental or for other consideration in excess of the aggregate of the Base Rent, Operating Cost Share Rent, and Tax Share Rent due and payable by Tenant under this Lease, then Tenant shall pay to Landlord as Additional Rental one-half of all of such excess Rent or other consideration within ten (10) days after receipt thereof from time to time. E. If Tenant shall assign this Lease as permitted herein, the assignee shall expressly assume all of the obligations of Tenant hereunder and agree to comply with financial statements covering and be bound by all of the terms, provisions and conditions of this Lease, in a period of at least 12 months ending no earlier than six months written instrument satisfactory to Landlord and no furnished to Landlord not later than three months fifteen (15) days prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) . If Tenant shall fail sublease the Premises as permitted herein, Tenant shall obtain and furnish to furnish Landlord with a true and correct copy of the sublease or assignment and assumption Landlord, not less later than thirty fifteen (3015) days prior to execution for the effective date of such sublease and in form satisfactory to Landlord’s review , the written agreement of such subtenant that it shall comply with and approval and a fully executed counterpart be bound by all of the sublease or assignment terms, provisions and assumption conditions of this LeaseLease and that it will attorn to Landlord, at Landlord's option and written request, in the event this Lease terminates before the expiration of sublease. F. If Tenant is a corporation whose stock is not publicly traded, any transaction or series of transactions (including, without limitation, any dissolution, merger, consolidation or other reorganization of Tenant, or any issuance, sale, gift, transfer or redemption of any capital stock of Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant, other than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 14. If Tenant is a partnership, any transaction or series of transactions (including without limitation any withdrawal or admittance of a partner or any change in any partner's interest in Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant, other than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 14. The term "control" as applicableused in this Section 14F means the power to directly or indirectly direct or cause the direction of the management or policies of Tenant. If Tenant is a corporation, within ten a change or series of changes in ownership of stock which would result in direct or indirect change in ownership by the stockholders or an affiliated group of stockholders of less than fifty percent (1050%) days after of the outstanding stock as of the date of the execution and delivery of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to shall not be considered a corporation or other entity which is a direct or indirect subsidiary change of Guarantorcontrol. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.16.1 Except as expressly permitted by this Section 4.16, Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord's consent, which consent will not may be unreasonably withheldgranted or denied in accordance with this paragraph. Notwithstanding any permitted assignment or subletting, delayed or conditioned. Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord's approval of any such conveyance. Upon the occurrence and during the continuance of an uncured Event of Default, if the Premises or any part of the Premises is then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Landlord's right of direct collection shall be in addition to and not be released from its obligations hereunder nor shall the guaranty in limitation of the Lease by Air Industries Group be terminated or released. Any assignment of any other rights and remedies provided for in this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantorlaw. (g) Without consent of Landlord 4.16.2 Except as expressly permitted in subsection 4.16.8, in the event Tenant may desires to assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires sublet all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or transfer equity interests assignee, the proposed term, the nature of the proposed subtenant's or assignee's business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements of the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter) in connection compliance with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under the terms of this Lease or Guaranty.Lease; and

Assignment and Subletting by Tenant. A. Tenant may shall not, without the prior written consent of Landlord in each instance, (i) assign, transfer, mortgage, pledge, hypothecate or encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it, (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) sublet the Premises or any part thereof, or (iv) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 6 of this Lease or by anyone other than the Tenant and Tenant's employees. In no event shall this Lease or any interest herein be assigned or assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings, except as provided by law. B. Consent by Landlord to any assignment, subletting, use, occupancy, transfer or encumbrance shall not operate to relieve Tenant from any covenant, liability or obligation hereunder (whether past, present or future), including, without limitation, the obligation to pay rent, except to the extent, if any, expressly provided for in such consent, or be deemed to be a consent to any subsequent assignment, subletting, use, occupancy, transfer or encumbrance. Tenant shall pay all of Landlord's costs, charges and expenses, including without limitation, reasonable attorney's fees, incurred in connection with any assignment, subletting, use, occupancy, transfer or encumbrance made or requested by Tenant. C. Tenant shall, by notice in writing, advise Landlord of its intention from, on and after a stated date (which shall not be less than sixty (60) days after the date of Tenant's notice) to assign its interest in this Lease or sublet any part or all of the whole Premises for the balance or any part of the Premises without Term, and, in such event, Landlord shall have the prior consent right, to be exercised by giving written notice to Tenant within thirty (30) days after receipt of LandlordTenant's notice, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable and responsible under to terminate this Lease with respect to the space described in Tenant's notice as of the event date stated in Tenant's notice for the commencement of any such the proposed assignment or sublease. Tenant's notice shall include the name and address of the proposed assignee or subtenant, a true and complete copy of the proposed assignment or sublease and shall not be released from its obligations hereunder nor shall sufficient information as Landlord deems necessary to permit Landlord to determine the guaranty financial responsibility and character of the proposed assignee or subtenant. If Tenant's notice covers all of the Premises and if Landlord exercises its right to terminate this Lease as to such space, then the Term of this Lease shall expire and end on the commencement date stated in Tenant's notice as fully and completely as if that date had been the Termination Date. If, however, Tenant's notice covers less than all of the Premises, and if Landlord exercises its right to terminate this Lease with respect to such space described in Tenant's notice, then as of the commencement date stated in Tenant's notice, the rent reserved herein shall be adjusted on the basis of the number of rentable square feet retained by Air Industries Group be terminated or releasedTenant, and this Lease as so amended, shall continue thereafter in full force and effect. Any If Landlord, upon receiving Tenant's notice, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold its consent to Tenant's assignment of this Lease or subletting of the Premises without notification to and consent space covered by Landlord shall not be effective as to Landlord and Landlord shall not be bound therebyits notice. Tenant agrees that Without limitation, it shall not be unreasonable deemed reasonable for Landlord to withhold its consent to a proposed sublease Tenant's assignment of this Lease or assignment if: (a) The subletting the space covered by its notice if the proposed assignee or sublessee is a tenant or occupant of the Building or an affiliate (“Proposed Assignee”a person controlling, controlled by or under common control with) refuses of a tenant or occupant of the Building. D. If Tenant, having first obtained Landlord's consent to provide any assignment or sublease, or if Tenant or a trustee in bankruptcy for Tenant pursuant to the Bankruptcy Code, shall assign this Lease or sublet the Premises, or any part thereof, at a rental or for other consideration in excess of the aggregate of the Base Rent, Operating Cost Share Rent and Tax Share Rent due and payable by Tenant under this Lease, then Tenant shall pay to Landlord as Additional Rent sixty percent (60%) of all of such excess rent or other consideration within ten (10) days after receipt thereof from time to time. E. If Tenant shall assign this Lease as permitted herein, the assignee shall expressly assume all of the obligations of Tenant hereunder and agree to comply with financial statements covering and be bound by all of the terms, provisions and conditions of this Lease, in a period of at least 12 months ending no earlier than six months written instrument satisfactory to Landlord and no furnished to Landlord not later than three months fifteen (15) days prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) . If Tenant shall fail sublease the Premises as permitted herein, Tenant shall obtain and furnish to furnish Landlord with a true and correct copy of the sublease or assignment and assumption Landlord, not less later than thirty fifteen (3015) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the effective date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held such sublease and in disrepute; (f) Without consent of form satisfactory to Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary the written agreement of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially subtenant that it shall comply with and be bound by all of the business then being conducted terms, provisions and conditions of this Lease and that it will attorn to Landlord, at Landlord's option and written request, in the event this Lease terminates before the expiration of the sublease. F. If Tenant is a corporation whose stock is not publicly traded, any transaction or series of transactions (including, without limitation, any dissolution, merger, consolidation or other reorganization of Tenant, or any issuance, sale, gift, transfer or redemption of the beneficial ownership of any capital stock of Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant, other than by reason of death or an initial public offering by Tenant, shall be deemed to be a voluntary assignment of this Lease by Tenant at subject to the Premises. provisions of this Section 14. If Tenant is a partnership, any transaction or series of transactions (h) Without consent including without limitation any withdrawal or admittance of Landlorda partner or any change in any partner's interest in Tenant, Tenant may sell whether voluntary, involuntary or transfer a minority by operation of its equity interests law, or otherwise assign or sublease to an affiliate or subsidiary any combination of Tenant or its parent company; up to forty-nine percent (49%) any of the Premisesforegoing transactions) resulting in the transfer of control of Tenant, or transfer equity interests in connection with going public. (i) Under no circumstances other than by reason of death, shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.deemed to be a voluntary

Assignment and Subletting by Tenant. Tenant may not assign its interest in this Lease or sublet the whole or any part of the Premises without the prior consent of Landlord, which consent will not except to an affiliated or related entity or an entity under the control of Tenant provided that (i) Tenant shall deliver to Landlord a copy of the instrument(s) of assignment or sublease, and (ii) any such assignee or sublessee shall agree in writing to assume and perform all of the terms and conditions of this Lease on Tenant’s part to be unreasonably withheld, delayed performed with respect to the assigned or conditionedsubleased estate from and after the commencement date of such assignment or subletting. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and any such assignment or sublease shall not be released operate to release Tenant from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or releasedhereunder. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound therebythereby until receipt of such notification. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or Any assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy Lease or subletting of the Premises for an unlawful or prohibited use or a use restricted by matters of title shall be void and of no force and effect. Landlord agrees that with regard to any sublease or assignment other occupancy agreement entered into by Tenant on or in the Premises, so long as this Lease is in place and assumption Tenant has not less than thirty (30) days prior committed an Event of Default hereunder, all income from any said sublease or occupancy agreement shall belong to execution for Landlord’s review Tenant and approval and a fully executed counterpart Landlord hereby waives any claims with respect to the income from any sublease or any occupancy rights granted by Tenant on the Premises, which shall remain the property of Tenant. Should Tenant sublease any part of the sublease Premises or assignment and assumption of this Leaseotherwise enter into any occupancy agreements during the Term, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held nothing in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease shall obligate Landlord to a corporation recognize the rights of any subtenants or other entity which is a direct or indirect subsidiary parties in occupancy of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Tenant may not assign its interest in sell, assign, or mortgage this Lease or sublet the whole Leased Premises or any part of the Premises thereof, without the prior written consent of Landlord, which consent will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed; and any attempted assignment or subletting without such consent shall be invalid. Tenant shall remain primarily liable and responsible under this Lease in In the event of any such a permitted assignment or sublease subletting, unless expressly otherwise agreed by Landlord, Tenant shall nevertheless at all times remain fully responsible and shall not be released from its liable for the payment of rent and the performance and observance of all of Tenant’s other obligations hereunder nor shall under the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment terms, conditions and covenants of this Lease Lease. No assignment or subletting of the Leased Premises without notification or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to and consent Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all Tenant’s obligations under this Lease. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be effective as construed to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to constitute a proposed sublease waiver or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations release of Tenant from the further performance of its obligations under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders making of a new lease with such assignee or subtenant. It shall be reasonable for Landlord to refuse, condition or delay to give its consent if it is based on, among other things, Landlord’s determination that (i) its interest in the Lease or the Leased Premises would be adversely affected by the financial condition or creditworthiness of the equity interests proposed assignee or business reputation of the proposed assignee or subtenant (ii) a subtenant’s rent is greater than the Rental payable by Tenant, or (iii) the proposed use of the Leased Premises by, or business of, the proposed assignee or subtenant would adversely affect the Building. Notwithstanding the foregoing, Tenant shall have the right to sublease all or any part of the Leased Premises, to assign this Lease in whole or in part, and to otherwise transfer its interest in this Lease and the Leased Premises to (a) any party who is an “affiliate” of Tenant may sell or assign such interests to a third party which acquires all or substantially all within the meaning of the business then being conducted Securities Act of 1933, as amended, and applicable regulations thereunder, or (b) any successor by Tenant at the Premises. (h) Without consent merger or consolidation of LandlordTenant. No assignee, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to other than such an affiliate or subsidiary of Tenant successor by merger or its parent company; up to forty-nine percent (49%) of the Premisesconsolidation, or transfer equity interests in connection with going publicsublessee shall have any right to expand under Section 17.05 or right to extend under Section 17.01. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.17.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord, which consent will not be unreasonably withheld, delayed or conditioned. 's consent; except that Tenant shall have the right to grant to The VenCom Group, Inc. a license to occupy and use a portion (but not in excess of 12,000 square feet) of the Premises during the Term of this Lease, in accordance with all of the terms and provisions of this Lease. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord, in the event of addition to any other remedies provided in this Lease or by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. Tenant shall cause The VenCom Group, Inc. to comply with all of the terms and provisions of this Lease applicable to Tenant. Upon any Event of Default hereunder, or upon the termination of the The VenCom Group, Inc.'s affiliation with Tenant, the license granted by Tenant to The VenCom Group, Inc. and Tenant's right to grant said license shall automatically terminate, without any notice or action of or by Landlord, and The VenCom Group Inc.'s occupancy and use of the Premises shall immediately cease. Notwithstanding anything contained in this Section 4.17 to the contrary, in the event Tenant and The VenCom Group, Inc. terminate their affiliation, Tenant may, upon not less than twenty (20) days' prior written notice to Landlord, sublease a portion (but not in excess of 12,000 square feet) of the Premises to The VenCom Group, Inc. Tenant's written notice to Landlord shall provide (i) written documentation or reasonably detailed information pertaining to the termination of affiliation, (ii) financial and other substantive information pertaining to The VenCom Group, Inc. subsequent to termination of affiliation, and (iii) a copy of a written sublease agreement which conforms to the terms and provisions of this Lease, including an express agreement by The VenCom Group, Inc. to comply with each and every term and provision of this Lease. Based upon compliance with the foregoing, Landlord hereby acknowledges its acceptance of and consent to The VenCom Group, Inc. as a subtenant hereunder pursuant to the terms hereof. 4.17.2 In the event Tenant desires to assign this Lease or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the proposed commencement date of the assignment or sublease, the nature of the proposed subtenant's or assignee's business to be released from its obligations hereunder nor conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the guaranty proposed subtenant or assignee, including recent financial statements certified as accurate, complete and prepared in conformance with generally accepted accounting principles by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease by Air Industries Group be terminated Term (or released. Any assignment for the entire term of the sublease, if shorter) in compliance with the terms of this Lease or subletting Lease; and (c) a copy of the Premises without notification proposed sublease or assignment or letter of intent. 4.17.3 In determining whether to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to grant or withhold its consent to a proposed sublease assignment or sublease, Landlord may reasonably consider, and weigh, any- commercial factors relevant in leasing the Premises. Without limiting what may be construed as a factor considered by Landlord in good faith, Tenant agrees that any one or more of the following will be proper grounds for Landlord's disapproval of a proposed assignment ifor sublease: (a) The proposed assignee (“Proposed Assignee”) refuses or subtenant does not, in Landlord's good faith judgment, have financial worth or creditworthiness equal to provide Landlord with financial statements covering a period or greater than that of at least 12 months ending no earlier than six months and no later than three months prior to Tenant as of the effective execution date of this Lease or sufficient financial worth to insure the proposed assignmentfull and timely performance under this Lease; (b) The Proposed Assignee shall not agree Landlord has documented evidence that the proposed assignee or subtenant has been involved in writing to assume all lawsuits, claims and similar disputes which call into question its fulfillment of the obligations its contractual obligations, or otherwise as a tenant of Tenant under this Lease from and after the date of assignmentreal property; (c) Tenant Landlord has received from any prior lessor of the proposed assignee or Proposed Assignee shall fail to pay to Landlord subtenant a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection negative report concerning such prior lessor's experience with the proposed sublet assignee or assignment of this leasesubtenant; (d) Tenant shall fail to furnish Landlord has had prior negative leasing experience with a true and correct copy the proposed assignee The use of the sublease Premises by the proposed assignee or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee subtenant is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.general

Assignment and Subletting by Tenant. Tenant may shall not, without prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, (i) sublease over fifty percent (50%) of the Premises; or (ii) assign its interest in or otherwise transfer or permit the transfer of this Lease or sublet the whole all or any part of the interest of Tenant in this Lease. If Tenant desires to enter into a sublease of over fifty percent (50%) of the Premises without the prior consent of such an assignment, Tenant shall deliver written notice thereof to Landlord, together with a copy of the proposed sublease or assignment at least thirty (30) days prior to the commencement day of the term of the proposed sublease or assignment. In making Landlord's determination as to whether to consent to any proposed sublease (or to any proposes assignment of this Lease), it shall be reasonable for Landlord to take into consideration, without limitation by enumeration, the following factors: the business reputation and credit worthiness of the proposed subtenant; the estimated increased pedestrian and vehicular traffic on the Premises and to the Building which would be generated by the proposed subtenant or assignee; and the proposed use to be made of the Premises; provided that any proposed sublease or assignment of the Lease if Tenant is then in default under this Lease. If Tenant enters into an approved sublease, and if such sublease provides or permits any rent or other consideration in excess of the rent due hereunder, all such excess rent shall, at Landlord's option, as evidenced by written notice to Tenant, be paid to Landlord on the first date of each month during the term of the sublease less any brokerage commission. Any subletting or assignment hereunder (including without limitation, an assignment hereunder the last subparagraph of this Paragraph 13) shall not release or discharge Tenant of or from any liability whether past, present or future under this Lease and Tenant shall continue full liability hereunder, provided that if Landlord shall cancel this Lease or enter into a direct lease with the new tenant, the tenant's future liability under this Lease (to the extent and for that portion of the rent for which Landlord has a direct lease) shall be terminated. Notwithstanding anything to the contrary contained in this Lease, Tenant may, without Landlord's consent, assign this Lease to any corporation, partnership or other legal entity that is controlled by or under common control with Tenant, or any corporation resulting from the merger or consolidation with Tenant, or to any entity that acquires all of Tenant's assets as a going concern of the business that is being conducted on the Premises, provided that: (i) Tenant is not at such time in default hereunder, and (ii) such successor shall execute an instrument in writing fully assuming all of the obligation and liabilities imposed upon Tenant hereunder and deliver the same to Landlord. Notwithstanding the foregoing, any corporate merger, consolidation, asset purchase or other transaction that results in the employees of the Tenant owning more than 25% of the voting stock of the Tenant shall require the Landlord's consent to the transaction which consent will not be unreasonably withheld. For purposes of this paragraph, delayed the change in beneficial ownership of more than fifty percent (50%) of the voting stock of Tenant or conditionedany corporate reorganization, consolidation or merger of Tenant shall be deemed to be an assignment of this Lease. Tenant shall remain primarily liable and responsible under on this Lease in the event of despite any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or any subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Tenant may not assign its interest in sell, assign, or mortgage this Lease or sublet the whole Leased Premises or any part of the Premises thereof, without the prior written consent of Landlord, which consent will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed; and any attempted assignment or subletting without such consent shall be invalid. Tenant shall remain primarily liable and responsible under this Lease in In the event of any such a permitted assignment or sublease subletting, unless expressly otherwise agreed by Landlord, Tenant shall nevertheless at all times remain fully responsible and shall not be released from its liable for the payment of rent and the performance and observance of all of Tenant's other obligations hereunder nor shall under the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment terms, conditions and covenants of this Lease Lease. No assignment or subletting of the Leased Premises without notification or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to and consent Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all Tenant's obligations under this Lease. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be effective as construed to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to constitute a proposed sublease waiver or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations release of Tenant from the further performance of its obligations under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders making of the equity interests of Tenant may sell a new lease with such assignee or assign such interests subtenant. It shall be reasonable for Landlord to a third party which acquires all refuse, condition or substantially all of the business then being conducted by Tenant at the Premises. (h) Without delay to give its consent of if it is based on, among other things, Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. 's determination that (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this its interest in the Lease or Guarantythe Leased Premises would be adversely affected by the financial condition or creditworthiness of the proposed assignee or business reputation of the proposed assignee or subtenant (ii) a subtenant's rent is greater than the Rental payable by Tenant, or (iii) the proposed use of the Leased Premises by, or business of, the proposed assignee or subtenant would adversely affect the Building.

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord's written consent, which consent will shall not be unreasonably withheldwithheld or delayed. Notwithstanding any permitted assignment or subletting, delayed or conditioned. Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord's approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Landlord's right of direct collection shall be in addition to and not be released from its obligations hereunder nor shall the guaranty in limitation of the Lease by Air Industries Group be terminated or released. Any assignment of any other rights and remedies provided for in this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as at law. Tenant makes an absolute assignment to Landlord of such assignments and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord subleases and any rent, lease security deposits and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord 4.16.2 In the event Tenant may desires to assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires sublet all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or transfer equity interests assignee, the proposed term, the nature of the proposed subtenant's or assignee's business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter) in connection compliance with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under the terms of this Lease or Guaranty.Lease; and

Assignment and Subletting by Tenant. Tenant may shall not assign its interest in sublet the Premises nor any part thereof, nor assign, or otherwise dispose of this Lease or sublet the whole any interest therein, or any part thereof, without Landlord's prior written consent in each of the Premises without the prior consent of Landlordforegoing cases, which consent will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. Tenant shall remain primarily liable and responsible under this Lease in Notwithstanding the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlordforegoing, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord's consent, to any entity that controls, is controlled by or is under common control with Tenant, or to any entity resulting from merger or consolidation with and into Tenant or a corporation or other entity which is a direct or indirect subsidiary sale of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by assets of Tenant. Landlord acknowledges and agrees that the transfer of ownership interests in Tenant at will not constitute an assignment or sublease for purposes hereof provided that such new owner's financial responsibility meets or exceeds the Premises. (h) Without consent criteria Landlord used to select Tenant. In addition, during the initial term of Landlordthis Lease, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease shall be entitled to an affiliate or subsidiary of Tenant or its parent company; sublet up to forty-nine fifty percent (4950%) of the Premises, or transfer equity interests Premises without Landlord's consent. Tenant shall be entitled to retain all excess rental and other compensation in connection with going public. (i) Under no circumstances any such assignment or subletting. Consent by Landlord to any assignment or subletting shall not constitute a waiver of the requirement for such consent to any subsequent assignment or subletting, nor shall such consent be deemed to release Tenant or Guarantor be released from any liability under this Lease except to the extent such consent specifically provides in writing. Tenant shall pay to Landlord, as Additional Rent, the sum of Five Hundred Dollars ($500.00) to cover Landlord's administrative costs, overhead and counsel fees, plus all out-of-pocket expense, in connection with any assignment or Guarantysubletting for which consent by Landlord is required.

Assignment and Subletting by Tenant. (a) Without the prior written consent of Owner, Tenant may shall not (i) assign its interest or in any manner transfer this Lease or any estate or interest therein, or (ii) permit any assignment of this Lease or any estate or interest therein by operation of law, or (iii) sublet the whole Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy of any portion of the Premises, or (v) permit the use of the Premises by any parties other than Tenant, its agents and employees, and any such acts without the Owner's prior written consent shall be void and of Landlordno effect. Consent by Owner to one or more assignments or sublettings shall not operate as a consent to, which consent will not be unreasonably withheldor a waiver of Owner's rights with respect to, delayed any subsequent assignments and sublettings. Notwithstanding any assignment or conditioned. subletting, Tenant shall remain primarily liable and responsible any guarantor of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the Rent and for compliance with all of Tenant's other obligations under this Lease. If an Event of Default should occur while the Premises or any part thereof is then assigned or sublet, Owner, in the event of addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or sublessee all payments becoming due to Tenant under such assignment or sublease and apply such payments against any sums due to Owner by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments directly to Owner upon receipt of notice from Owner. No direct collection by Owner from any such assignee or sublessee (regardless of whether or not such assignee or sublessee shall be deemed to be void and of no effect as stated in the first sentence of this (a)) shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of its obligations hereunder. Receipt by Owner of payments from any assignee, sublessee or occupant of the Premises shall not be released from its obligations hereunder nor shall the guaranty deemed a waiver of the covenants in this Lease against assignment and subletting, or a release of Tenant under this Lease. The receipt by Air Industries Group Owner from any such assignee or sublessee obligated to make payments shall be terminated a full and complete release, discharge, and acquittance to such assignee or releasedsublessee to the extent of any such amount so paid to Owner. Any Owner is authorized and empowered on behalf of Tenant to endorse the name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment under an assignment or sublease to Tenant, and to receive and apply the proceeds thereof in accordance with the terms hereof. (b) Tenant shall not mortgage, pledge or otherwise encumber this Lease or any estate or interest therein or in the Premises. (c) If Tenant requests Owner's consent to an assignment of this the Lease or subletting of all or a part of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that Premises, it shall not be unreasonable for Landlord submit to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to Owner, in writing, the effective date name of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all assignee or subtenant and the nature and character of the obligations business of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet assignee or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true subtenant, the term, use, rental rate and correct copy other particulars of the sublease proposed subletting or assignment assignment, including without limitation, evidence satisfactory to Owner that the proposed subtenant or assignee is financially responsible and assumption not less than will immediately occupy and thereafter use the Premises (or any sublet portion thereof) for the remainder of the Term (or for the entire term of the sublease, if shorter). This review is made solely for the purpose of determining suitability from Owner's point of view of the proposed subtenant and subtenancy or proposed assignee and assignment. Owner shall have the option (to be exercised within thirty (30) days prior from receipt of Xxxxxx's written request) to execution for Landlord’s review and approval and a fully executed counterpart cancel this Lease (or to cancel this Lease with respect to the applicable portion of the sublease Premises, as to a partial subletting) as of the commencement date provided for in the subletting or assignment assignment. If Owner elects to cancel this Lease as dated, then the Term, and assumption the tenancy and occupancy of the Premises by Tenant under this Lease, as applicable, within ten (10) days after the date shall terminate with respect to that portion of the execution Premises proposed to be so assigned or sublet, as if the cancellation date were the Ending Date of same;Term, and Tenant shall pay to Owner all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Premises, and Tenant shall, at its own cost and expense, discharge in full any outstanding commission obligation of Owner with respect to this Lease, or any part hereof so cancelled, and/or reimburse Owner for the portion of any such commission paid by Owner relating to the portion of the Term which is cancelled. Thereafter Owner may lease the Premises to any person, including the prospective subtenant or assignee, without liability to Tenant. If Owner does not thus cancel this Lease, the terms and provisions of subparagraph (a) hereof will apply. (d) If Owner consents to any subletting or assignment by Tenant as above provided, and subsequently any payments received by Tenant under any such sublease are in excess of the Rent payable by Tenant under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then Owner may, at its option, either (i) declare such excess payments under such sublease or such additional consideration for such assignment to be due and payable by Tenant to Owner as Additional Rent hereunder, or (ii) elect to cancel this Lease as provided in subparagraph (c) hereof. (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent All of Landlordthe foregoing notwithstanding, Tenant may assign this Lease to a corporation shall not enter into any lease, sublease, license, concession or other entity which is a direct agreement for the use, occupancy or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders utilization of the equity interests Premises or any portion thereof, which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any persons from the property leased, occupied or utilized (other than an amount based on a fixed percentage or percentages of Tenant may sell receipts or assign sales). Any such interests to purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a third party which acquires all conveyance of any right or substantially all interest in the possession, use or occupancy of the business then being conducted by Tenant at any part of the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Tenant may not and shall not assign its interest this Lease, in this Lease whole or in part, nor sublet the whole all or any part of the Premises Premises, nor license concessions or lease departments therein, nor pledge or encumber by mortgage or other instruments any interest in this Lease (each individually and collectively referred to in this Section as a "Transfer") without first obtaining the prior consent of Landlord, which consent will Landlord may withhold in its sole and absolute discretion. This prohibition includes, without limitation, any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant's corporate, partnership or proprietary structure. Consent by Landlord to any transfer shall not be unreasonably withheldconstitute a waiver of the requirement for such consent to any subsequent Transfer. The acceptance of any Rent by Landlord from any alleged assignee or subtenant shall not constitute approval of the assignment or sublease of this Lease by the Landlord, delayed and the consent by Landlord to one assignment or conditionedsubletting of the Premises shall not constitute a waiver of Landlord's rights hereunder. Tenant shall remain primarily liable and responsible under this Lease in pay to Landlord a Transfer Fee of $2,000.00 for such written consent. In the event of any such assignment assignment, subletting, licensing or sublease granting of a concession made with the prior written consent of the Landlord as aforesaid, Tenant will nevertheless remain primarily liable for the performance of all the terms, conditions, and covenants of this Lease. Any Transfer shall be by agreement in a form and content acceptable to Landlord, and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment specify and require that each Transferee of this Lease or subletting by acceptance of any Transfer shall assume, be bound by, and be obligated to perform the terms and conditions of its sublessor and assignor under this Lease. A condition of such Transfer is the agreement of the Premises without notification to and consent by parties that Landlord shall not receive the full and complete Rent payment of the Transferee even though such payments may be effective as to in excess of the original Rent between Landlord and Landlord Tenant. It is the intent and understanding of the parties to this Lease that Tenant shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date receive any monetary benefit, in excess of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all actual Rent obligation of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this LeaseTenant, as applicable, within ten (10) days after agreed between the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of original Tenant and Landlord, Tenant may assign this Lease to through a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests Transfer to a third party which acquires all or substantially all party. In the event of default of Tenant, Landlord at Landlord’s sole option may succeed to the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary position of Tenant as to any subtenant or its parent company; up to forty-nine percent (49%) licensee of the Premises, or transfer equity interests in connection with going publicTenant. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. (a) Notwithstandixx xxx other provisions of this Lease, except as expressly set forth herein, Tenant may covenants and agrees that it will not assign its interest in this Lease or sublet (which term, without limitation, shall include the granting of concessions, licenses, and the like) the whole or any part of the Leased Premises without in each instance having first (i) received the prior express written consent of Landlord, which consent will shall not be unreasonably withheld, delayed or conditioned, and (ii) if such consent is given by Landlord, caused the assignee or transferee to execute and deliver to Landlord an instrument reasonably acceptable to Landlord whereby such assignee or transferee assumes all obligations of Tenant under this Lease. In any case where Landlord shall consent to such assignment or subletting, the tenant named herein shall remain fully liable for the obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease. In connection with any request by Tenant for such consent to assignment or sublet, Tenant shall provide Landlord with all relevant information requested by Landlord concerning the proposed assignee’s or tenant’s financial responsibility, creditworthiness and business experience to enable Landlord to make an informed decision (including, without limitation, a list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Leased Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in or about the Leased Premises). Tenant shall remain primarily liable reimburse Landlord promptly for all reasonable third party out-of-pocket expenses incurred by Landlord including Landlord’s reasonable third party out of pocket attorneys’ fees in connection with the review of Tenant’s request for approval xx xxy assignment or sublease. (b) Upon receipt from Tenant of such request and responsible information, Landlord shall have the right, but not the obligation, to be exercised in writing within ten (10) calendar days after its receipt from Tenant of such request and information, (i) if the request is to assign the Lease, to terminate this Lease, or (ii) if the request is to sublet fifty percent (50%) of the Leased Premises for the remainder of the Lease Term, as it may be extended, to release Tenant from its obligations under this Lease with respect to the portion of the Leased Premises subject to the proposed sublet; in either case as of the proposed effective date set forth in Tenant’s proposed transfer notice. In the event of an assignment or a sublet of the Leased Premises where Landlord exercised either of these options, Tenant shall surrender possession of the entire Leased Premises (in the event of any such an assignment or sublease of all of the Leased Premises) or the portion of the Leased Premises sublet (in the event of a sublet of a portion of the Leased Premises), in accordance with the provisions of this Lease relating to surrender of the Leased Premises at the expiration of the Lease Term. If Landlord shall exercise its option with respect to a sublet of less than the entire Leased Premises, Base Rent payments and Tenant’s Proportionate Share shall be readjusted proportionately according to the ratio of the number of square feet and the portion of the space surrendered compared to the floor area of the portion of the Leased Premises retained by Tenant for the duration of the sublet. (c) Tenant shall not offer to make, or enter into negotiations with respect to an assignment, sublease or transfer to: (i) any entity owned by, or under the common control of, whether directly or indirectly, a tenant in the Building or in any of the following buildings located within the EDIC Park: 21-25 and 27 Drydock Avenue and Innovation Square if Landlord has comparable space to lease to such entities in such buildings; or (ii) any party with whom Landlord has been negotiating xxxx xxspect to other space in the Building or any other building in the EDIC Park in Boston, Massachusetts owned by Landlord or any affiliates thereof during the prior three (3) months as evidenced by written proposals or letters of intent. Tenant shall not publicly advertise to assign or sublet this Lease for an aggregate consideration of less than 100% of the fixed rent at which Landlord is then offering to lease other space in the Building (the “Market Sub-rent”) determined as though the Leased Premises were vacant and taking into account (1) the length of the term; (2) any rent concessions granted, and (3) the cost of any alterations being performed for the transferee (Landlord acknowledging that listing such space with a broker or other real estate marketing service and providing for the quoting of rates upon inquiry is permitted pursuant to the foregoing). In no event shall the Leased Premises be used by any assignee, sublessee, concessionaire, licensee or any other person except for the Permitted Use For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control of and any substantial percentage of the profits and losses from the business operations of Tenant in the Leased Premises to a person or entity other than Tenant, or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Section. (d) If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Section 4.8 shall not apply to the transfer of Ownership Interests in Tenant (i) if and so long as Tenant is publicly traded on a nationally recognized stock exchange, or (ii) between and among the principals or members of Tenant, incident to the admittance of principals or members into, or the exiting of principals or members from, the entity comprising Tenant in the ordinary course of the operations of Tenant. (e) Notwithstanding anything to the contrary contained in this Section 4.8, the prior consent of Landlord shall not be required with respect to an assignment of this Lease to a Permitted Transferee (as defined in Article XI) or a sublease of all or part of the Leased Premises to any Related Entity (as defined in Article XI) for the Permitted Uses so long as (i) such transfer was made for a legitimate independent business purpose and not primarily for the purpose of transferring this Lease to avoid Landlord’s consent requirements; (ii) the assignee or subtenant agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting except in accordance with the provisions of this Section 4.8, (iii) in no event shall Tenant be released from its obligations hereunder nor shall under this Lease, and (iv), as it relates to a transfer to a Permitted Transferee, the guaranty involvement by Tenant or its assets in any transaction, or series of the Lease transactions (by Air Industries Group be terminated way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or released. Any otherwise) whether or not a formal assignment or hypothecation of this Lease or subletting Tenant’s assets occurs, will not result in a reduction of the Premises without notification “Net Worth” of Tenant as hereinafter defined, by an amount equal to and consent such Net Worth of Tenant as it is represented to Landlord at the time of the execution by Landlord of this Lease. “Net Worth” of Tenant for purposes of this Section shall be the tangible net worth of Tenant (excluding any guarantors) established under generally accepted accounting principles consistently applied. In the event of a sublease permitted pursuant to this Section 4.8(e), such sublease shall not be effective as deemed to Landlord and Landlord vest in any such Related Entity any right or interest in this Lease nor shall not be bound therebyit relieve, release, impair or discharge any of Tenant’s obligations hereunder. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period notice of at least 12 months ending no earlier than six months and no later than three months prior any assignment or sublease pursuant to the effective date of the proposed assignment; (bthis Section 4.8(e) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after following the effective date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantorany such transaction. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s consent, which consent will may not be unreasonably withheld, delayed conditioned or conditioneddelayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, in addition to any other remedies provided in this Lease or by law, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not be released from its obligations hereunder nor shall the guaranty in limitation of the Lease by Air Industries Group be terminated or released. Any assignment of any other rights and remedies provided for in this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as at law. Tenant makes an absolute assignment to Landlord of such assignments and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord subleases and any rent, security deposits (or letters of credit) and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease. 4.16.2 In the event Tenant desires to assign this Lease from or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant’s or assignee’s business to be conducted on the Premises, the rental rate, and after any other particulars of the date proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or other appropriate officer of assignment; the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter) in compliance with the terms of this Lease; and (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the proposed sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval or letter of intent and a fully executed counterpart of completed Environmental Questionnaire prepared by the sublease sublessee or assignment and assumption of this Lease, as applicableassignee. Tenant shall pay to Landlord, within ten (10) days after Business Days of Landlord’s written demand therefor, Landlord’s reasonable attorneys’ fees incurred in the date review of such documentation and in documenting Landlord’s consent (not to exceed $2,000 per request), plus an administrative fee of $750.00 as Landlord’s fee for processing such proposed assignment or sublease. Receipt of such fee shall not obligate Landlord to approve the execution of same;proposed assignment or sublease. (e) The Proposed Assignee is not solvent 4.16.3 In determining whether to grant or is generally held in disrepute; (f) withhold consent to a proposed assignment or sublease, Landlord may consider, and weigh, any factor it reasonably deems relevant. Without consent of limiting what may be construed as a factor considered by Landlord, Tenant agrees that any one or more of the following will be proper grounds for Landlord’s disapproval of a proposed assignment or sublease: (a) Landlord believes that the proposed assignment or sublease may assign constitute or may cause this Lease to be a corporation prohibited transaction under or other entity which otherwise violate ERISA or the Landlord is a direct unable to determine whether the proposed assignment or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to be a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to fortynon-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability exempt prohibited transaction under this Lease or Guaranty.ERISA;

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s consent, which consent will shall not be unreasonably withheld, conditioned or delayed in accordance with this paragraph. Notwithstanding any permitted assignment or conditioned. subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease, provided, however, that until the occurrence of an Event of Default, Tenant shall have the license to collect any amounts or sums payable under any sublease. 4.16.2 In the event Tenant desires to assign this Lease or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant’s or assignee’s business to be released from its obligations hereunder nor conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may request concerning the guaranty proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or other appropriate officer of the proposed subtenant or assignee (provided, however, if the proposed subtenant or assignee is a publicly traded company, Landlord shall rely solely on publicly available financial information); (b) proof satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease by Air Industries Group be terminated Term (or released. Any assignment for the entire term of the sublease, if shorter) in compliance with the terms of this Lease or subletting Lease; and (c) a copy of the Premises without notification proposed sublease or assignment or letter of intent. Tenant shall pay to Landlord, upon Landlord’s demand therefor, Landlord’s reasonable attorneys’ fees incurred in the review of such documentation and in documenting Landlord’s consent by Landlord (not to exceed $2,500.00 per occurrence), plus an administrative fee of $500.00 as Landlord’s fee for processing such proposed assignment or sublease. Receipt of such fee shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for obligate Landlord to approve the proposed assignment or sublease. 4.16.3 In determining whether to grant or withhold its consent to a proposed sublease assignment or sublease, Landlord may consider, and weigh, any factor it deems relevant, in its reasonable discretion. Without limiting what may be construed as a factor considered by Landlord, Tenant agrees that any one or more of the following will be proper grounds for Landlord’s disapproval of a proposed assignment ifor sublease: (a) The proposed assignee or subtenant does not, in Landlord’s good faith commercially reasonable judgment, have sufficient financial worth (“Proposed Assignee”taking into account Tenant’s continuing liability hereunder) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months insure full and no later than three months prior to timely performance under this Lease or the effective date of Sublease, as the proposed assignmentcase may be; (b) The Proposed Assignee shall not agree in writing Subject to assume all Section 4.16.2(a) with respect to any publicly traded entity, Landlord has received insufficient evidence of the obligations financial worth or creditworthiness of Tenant under this Lease from and after the date of assignmentproposed assignee or subtenant to make the determination set forth in clause (a); (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection has had prior negative leasing experience with the proposed sublet assignee or assignment subtenant or an affiliate or, in Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in a business, or the Premises or any part of this leasethe Premises will be used in a manner, that is not in keeping with the then standards of the Building, or that is not compatible with the businesses of other tenants in the Building, or that is inappropriate for the Building, or that will violate any negative covenant as to use contained in any other lease of space in the Building; (d) Tenant shall fail to furnish Landlord with a true and correct copy The use of the sublease Premises by the proposed assignee or assignment and assumption subtenant will not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of be permitted under the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of samePermitted Use; (e) The Proposed Assignee Tenant is not solvent in default beyond applicable notice and grace periods of any obligation of Tenant under this Lease, or is generally held in disrepute;an Event of Default by Tenant has occurred under this Lease on three (3) or more occasions during the twenty-four (24) months preceding the date that Tenant shall request such consent; or (f) Without consent Landlord has had written negotiations with the proposed assignee or subtenant, in the six (6) months preceding Tenant’s request, regarding the leasing of Landlord, Tenant may assign this Lease to a corporation space by such proposed assignee or other entity which is a direct or indirect subsidiary of Guarantorsubtenant in the Building. (g) Without consent The proposed assignee or subtenant has a proposed use or operation in the Premises which may or will cause the Building or any part thereof to not conform with the standards for certification of the Building by a Green Agency Rating. 4.16.4 Within fifteen (15) Business Days after Landlord’s receipt of all required information to be supplied by Tenant pursuant to this paragraph, Landlord shall notify Tenant may assign this Lease of Landlord’s approval, disapproval or conditional approval of any proposed assignment or subletting. Landlord shall have no obligation to respond unless and until all required information has been submitted. In the event Landlord approves of any proposed assignment or subletting, Tenant and the proposed assignee or sublessee shall execute and deliver to Landlord an assignment (or subletting) and assumption agreement in form and content reasonably satisfactory to Landlord. 4.16.5 If Tenant is not a publicly traded company, any transfer, assignment or hypothecation of any of the stock or interest in Tenant, or the holders assets of Tenant, or any other transaction, merger, reorganization or event, however constituted, which (a) results in fifty percent (50%), or more of such stock, interest or assets going into different ownership, or (b) is a subterfuge denying Landlord the benefits of this paragraph, shall be deemed to be an assignment within the meaning and provisions of this paragraph and shall be subject to the provisions of this paragraph. 4.16.6 If Landlord consents to any assignment or sublease and Tenant receives rent or any other consideration, either initially or over the term of the equity interests assignment or sublease, in excess of the Base Rent and Additional Rent (or, in the case of a sublease of a portion of the Premises, in excess of the Base Rent paid by Tenant may sell on a square footage basis under this Lease), Tenant shall pay to Landlord fifty percent (50%) of such excess after deducting therefrom all of Tenant’s reasonable costs and expenses incurred in connection with the assignment or assign such interests sublease including, without limitation, brokerage commissions, and the costs of all leasing concessions including rent abatement and Tenant Improvement Allowance. 4.16.7 [Intentionally omitted] 4.16.8 Notwithstanding any contrary provision in the previous subparagraphs of this paragraph, Landlord’s consent shall not be required for an assignment or subletting of the Premises to (i) an affiliate or wholly-owned subsidiary of the Tenant or a third party reorganized entity under which no change of ownership has occurred, (ii) an entity resulting from a merger or consolidation by or into Tenant, or (iii) an entity which acquires all or substantially all of Tenant’s stock or assets (each of the business foregoing is hereinafter referred to as a “Permitted Transferee”), provided that (a) Tenant shall not be released of its obligations under this Lease; (b) a proposed assignee has delivered to Landlord satisfactory evidence of financial worth (less goodwill) equal to or greater than that of Tenant as of the proposed date of the transfer (provided, however, if the proposed subtenant or assignee is a publicly traded company, no additional financial information shall be required other than financial information which is publicly available); (c) no Event of Default then being conducted exists; (d) the use of the Premises by the proposed assignee or subtenant constitutes a Permitted Use; (e) Tenant at shall notify Landlord of a proposed transfer as soon as reasonably possible (and in no event later than the Premises. effective date thereof), and such notice shall include information establishing the relationship between Tenant and the transferee; (f) any assignee of the Lease shall expressly assume all of Tenant’s obligations and liabilities hereunder to thereafter be performed without releasing Tenant; (g) any sublease shall by its terms be expressly subordinate to all of the terms, covenants and conditions of this Lease; and (h) Without consent of Landlord, Tenant may sell shall deliver to Landlord on or transfer a minority of its equity interests or otherwise assign or sublease prior to the effective date an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) executed copy of the Premises, or documents effecting the transfer equity interests in connection with going publicof this Lease. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Tenant may shall not assign its this ----------------------------------- Lease, or any interest in this Lease or therein, and shall not sublet the whole Premises, or any part of thereof, or any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Premises Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent will not may be unreasonably withheldarbitrarily withheld except as hereinafter expressly otherwise provided. If Tenant desires to assign this Lease or sublet the Premises or any portion thereof, delayed or conditioned. Tenant shall remain primarily liable deliver a written notice (a "Transfer Notice") to Landlord, which Transfer Notice shall set forth the name of the proposed assignee or sublessee, the terms and responsible under this Lease in the event conditions of any such assignment or sublease, and the current financial statements of such assignee and sublessee and, if Tenant proposes to sublease and shall not be released from its obligations hereunder nor shall the guaranty only a portion of the Lease by Air Industries Group Premises, the portion of the Premises to be terminated or releasedsublet. Any Landlord agrees not to unreasonably withhold consent to any such assignment of this Lease or subletting of the entire Premises, provided Tenant delivers a Transfer Notice to Landlord as aforesaid and provided (i) at the time thereof Tenant is not in default under this Lease, (ii) Landlord, in its sole discretion reasonably exercised, determines that the reputation, business, proposed use of the Premises and financial responsibility of the proposed assignee or sublessee, are satisfactory to Landlord, (iii) the proposed assignee or sublessee shall expressly assume all the obligations of this Lease on Tenant's part to be performed, (iv) such consent, if given, shall not release Tenant of any of its obligations under this Lease, including without notification limitation, its obligation to pay rent, (v) Tenant agrees specifically to pay over to Landlord, as Additional Rent, 50% of all sums provided to be paid under the terms and conditions of such assignment or sublease net of reasonable commissions and reasonable costs of reletting including, but not limited to, tenant improvement costs paid to accommodate the proposed assignee or sublessee which are in excess of the amounts otherwise required to be paid pursuant to this Lease, (vi) a consent by Landlord to one assignment or subletting shall not be deemed to be a consent to any subsequent assignment or subletting and (vii) Tenant shall indemnify and hold Landlord harmless from any brokerage commissions due in connection with such assignment or subletting. Whether or not such conditions to assignment or subletting are met, Landlord, at its sole option, may elect to recapture the space covered by the Transfer Notice and terminate this Lease on the first day of the second calendar month next succeeding receipt of Tenant's Transfer Notice, to be effective unless Tenant elects to withdraw its request to sublease or assign, which election, if exercised by Landlord, shall be by written notice to Tenant within twenty (20) days of receipt by Landlord of a Transfer Notice. If Landlord elects to terminate this Lease in accordance with the foregoing sentence, Landlord may lease the Premises to the sublessee or assignee proposed by Tenant. If this Lease shall be terminated with respect to less than the entire Premises, Base Rent, Operating Adjustment Rent, Tax Adjustment Rent, and Additional Rent shall be adjusted on the basis of the square feet retained by Tenant in proportion to the square feet of the Premises prior to such termination and this Lease as so amended shall continue thereafter in full force and effect. In such event, Tenant shall pay the cost of erecting demising walls and public corridors and making other modifications to physically separate the portion of the Premises remaining subject to the Lease from the rest of the Premises. Any assignment or subletting or occupancy without Landlord's prior written consent shall be void and shall, at the option of the Landlord, constitute a default under this Lease. Neither this Lease nor any interest therein shall be assignable as to Landlord and Landlord shall not the interest of Tenant by operation of law without consent of Landlord, which consent may be bound therebyarbitrarily withheld. Tenant agrees acknowledges that it shall not be unreasonable for Landlord to may arbitrarily withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or any assignment of this lease; (d) Tenant shall fail to furnish Landlord with Lease or subletting of all or a true and correct copy portion of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease Premises to a corporation proposed assignee or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) sublessee whose use of the Premises, or transfer a portion thereof, will be for any non-office use. Tenant agrees that in the event Landlord withholds its consent to any assignment, subletting, or occupancy contrary to the provisions of the paragraph next above, Tenant's sole remedy shall be to seek an injunction in equity interests or compel performance by Landlord to give its consent and Tenant expressly waives any right to damages in connection the event of such withholding by Landlord of its consent. Tenant agrees that if it requests Landlord's consent to an assignment or a subletting that it shall reimburse Landlord for its reasonable costs and expenses in considering whether to grant its consent (including, but not limited to, reasonable attorneys' fees). Tenant further agrees that Landlord may, as a condition to granting its approval to an assignment or a subletting, require the assignee or sublessee to post a security deposit with going publicLandlord in an amount determined by Landlord. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Tenant may shall not mortgage, pledge, transfer or otherwise encumber or alienate its interest hereunder or in the Premises, in whole or in part, or suffer to exist any Lien thereon without Authority’s prior written consent. Without the prior written consent of Authority, Tenant shall not assign this Agreement or its interest hereunder, in this Lease whole or in part, or sublet the whole Premises or any part thereof, and shall not permit any transfer thereof by operation of law; provided, however, that (i) Tenant without such prior written consent (but with reasonable advance notice to Authority) may sublet the Premises or any part thereof, and may assign this Agreement, to one or more of Tenant’s Affiliates, and (ii) in the event Tenant shall be a party to a merger with or into another corporation or corporations or to a consolidation with another corporation or corporations permitted by Section 7.02, the corporation so formed as the result of such merger or consolidation shall succeed to Tenant’s rights hereunder subject to all of the Premises without terms, provisions and conditions hereof. In the prior consent event of Landlordany assignment of this Agreement or subletting of the Premises, which consent will not be unreasonably withheldin whole or in part, delayed in accordance with this Section, (A) no such assignment or conditioned. subletting shall release or relieve Tenant shall remain from being primarily liable for any of its responsibilities and responsible under this Lease liabilities hereunder, and in the event of any such assignment or sublease subletting, Tenant shall continue to be primarily liable for the faithful performance and shall not be released from its obligations hereunder nor shall the guaranty observance of all of the Lease terms and conditions hereof to be performed or observed by Air Industries Group be terminated or released. Any assignment it, (B) in the case of this Lease or subletting of an assignment, the Premises without notification to and consent by Landlord assignee shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under hereunder to the extent of the interest assigned and, in the case of a sublease, the subtenant shall acknowledge that its sublease is subordinate to the operation and effect of this Lease from Agreement, and (C) Tenant shall, within 30 days after the date of assignment; (c) Tenant delivery thereof, furnish or Proposed Assignee shall fail cause to pay be furnished to Landlord Authority a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true correct and correct complete copy of the sublease or such assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Leasesublease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. (a) Except as permitted in subparagraph (d) below, Tenant shall not and may not assign or in any manner transfer this Lease or any estate or interest therein, or sublet the Premises or any part thereof, or grant any license, concession, management agreement, or other right to occupy any portion of the Premises without the prior written consent of Landlord, which may be granted or denied in Landlord's sole and absolute discretion; provided, however, that Tenant may sublease, without Landlord's prior written consent, a total of not more than ______________ (______) square feet of the Premises to third parties on a month-to-month basis for the operation of a beauty shop, wellness clinic, resident-operated gift shop or for the operation of similar enterprises and such rent received by Tenant shall be included in the calculation of Gross Revenue. Without limiting the foregoing, in no event shall an assignment or subletting by Tenant hereunder relieve Tenant of any of its obligations under this Lease and Tenant shall be responsible for causing the assignee or subtenant, as the case may be, to comply with all of the terms and conditions of this Lease. An assignment or sublease without the prior written consent of Landlord will be void at Landlord's option. Landlord's consent to one assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. (b) Notwithstanding anything contained in paragraph (a) above to the contrary, Tenant may enter into an occupancy agreement with residents of the Premises without the prior written consent of Landlord provided that (i) the agreement does not provide for life care services, (ii) Tenant may not assign collect rent for more than two (2) months in advance, (iii) all residents of the Premises are accurately shown in Tenant's accounting records, and (iv) the form of such occupancy agreement has been submitted to and approved in writing by Landlord. (c) Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or sublet the whole or any part of the Premises without the prior consent of Landlord, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective Premises, except as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease;otherwise expressly provided herein. (d) Tenant shall fail to furnish Landlord with a true and correct copy of Notwithstanding the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlordforegoing, Tenant may assign this Lease to a corporation Greenbriar Corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests an Affiliate of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted (as hereinafter defined) that is wholly-owned by Tenant at the PremisesGreenbriar Corporation. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.16.1 Except as otherwise expressly provided herein, Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s consent, which consent will may not be unreasonably withheldwithheld or conditioned and shall be granted or denied within ten (10) Business Days. Notwithstanding any permitted assignment or subletting, delayed or conditioned. Tenant shall at all times (including the Option Term) remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, in addition to any other remedies provided in this Lease or by law, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not be released from its obligations hereunder nor shall the guaranty in limitation of the Lease by Air Industries Group be terminated or released. Any assignment of any other rights and remedies provided for in this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as at law. Tenant makes an absolute assignment to Landlord of such assignments and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord subleases and any rent, security deposits (or letters of credit) and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord 4.16.2 Except as otherwise expressly provided herein, in the event Tenant may desires to assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires sublet all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or transfer equity interests assignee, the proposed term, the nature of the proposed subtenant’s or assignee’s business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant or by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; and (b) a copy of the proposed sublease or assignment or letter of intent. Tenant shall pay to Landlord, upon Landlord’s written demand therefor, Landlord’s reasonable out-of-pocket attorneys’ fees incurred in connection with going publicthe review of such documentation and in documenting Landlord’s consent (not to exceed $1,500.00), plus an administrative fee of $750.00 as Landlord’s fee for processing such proposed assignment or sublease. Receipt of such fee shall not obligate Landlord to approve the proposed assignment or sublease. (i) Under no circumstances shall 4.16.3 In determining whether to grant or withhold consent to a proposed assignment or sublease, Landlord may consider, and weigh, any factor it deems relevant, in its reasonable discretion. Without limiting what may be construed as a factor considered by Landlord, Tenant agrees that any one or Guarantor be released from any liability under this Lease more of the following will reasonable grounds for Landlord’s disapproval of a proposed assignment or Guaranty.sublease:

Assignment and Subletting by Tenant. (a) Notwithstanding any other provisions of this Lease, except as expressly set forth herein, Tenant may covenants and agrees that it will not assign its interest in this Lease or sublet (which term, without limitation, shall include the granting of concessions, licenses, and the like) the whole or any part of the Leased Premises without in each instance having first (i) received the prior express written consent of Landlord, which consent will shall not be unreasonably withheld, delayed or conditioned, and (ii) if such consent is given by Landlord, caused the assignee or transferee to execute and deliver to Landlord an instrument reasonably acceptable to Landlord whereby such assignee or transferee assumes all obligations of Tenant under this Lease. In any case where Landlord shall consent to such assignment or subletting, the tenant named herein shall remain fully liable for the obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease. In connection with any request by Tenant for such consent to assignment or sublet, Tenant shall provide Landlord with all relevant information requested by Landlord concerning the proposed assignee’s or tenant’s financial responsibility, creditworthiness and business experience to enable Landlord to make an informed decision (including, without limitation, a list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Leased Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in or about the Leased Premises). Tenant shall remain primarily liable reimburse Landlord promptly for all reasonable third party out-of-pocket expenses incurred by Landlord including Landlord’s reasonable third party out of pocket attorneys’ fees in connection with the review of Tenant’s request for approval of any assignment or sublease. (b) Upon receipt from Tenant of such request and responsible information, Landlord shall have the right, but not the obligation, to be exercised in writing within ten (10) calendar days after its receipt from Tenant of such request and information, (i) if the request is to assign the Lease, to terminate this Lease, or (ii) if the request is to sublet fifty percent (50%) of the Leased Premises for the remainder of the Lease Term, as it may be extended, to release Tenant from its obligations under this Lease with respect to the portion of the Leased Premises subject to the proposed sublet; in either case as of the proposed effective date set forth in Tenant’s proposed transfer notice. In the event of an assignment or a sublet of the Leased Premises where Landlord exercised either of these options, Tenant shall surrender possession of the entire Leased Premises (in the event of any such an assignment or sublease of all of the Leased Premises) or the portion of the Leased Premises sublet (in the event of a sublet of a portion of the Leased Premises), in accordance with the provisions of this Lease relating to surrender of the Leased Premises at the expiration of the Lease Term. If Landlord shall exercise its option with respect to a sublet of less than the entire Leased Premises, Base Rent payments and Tenant’s Proportionate Share shall be readjusted proportionately according to the ratio of the number of square feet and the portion of the space surrendered compared to the floor area of the portion of the Leased Premises retained by Tenant for the duration of the sublet. (c) Tenant shall not offer to make, or enter into negotiations with respect to an assignment, sublease or transfer to: (i) any entity owned by, or under the common control of, whether directly or indirectly, a tenant in the Building or in any of the following buildings located within the EDIC Park: 21-25 and 00 Xxxxxxx Xxxxxx and Innovation Square if Landlord has comparable space to lease to such entities in such buildings; or (ii) any party with whom Landlord has been negotiating with respect to other space in the Building or any other building in the EDIC Park in Boston, Massachusetts owned by Landlord or any affiliates thereof during the prior three (3) months as evidenced by written proposals or letters of intent. Tenant shall not publicly advertise to assign or sublet this Lease for an aggregate consideration of less than 100% of the fixed rent at which Landlord is then offering to lease other space in the Building (the “Market Sub-rent”) determined as though the Leased Premises were vacant and taking into account (1) the length of the term; (2) any rent concessions granted, and (3) the cost of any alterations being performed for the transferee (Landlord acknowledging that listing such space with a broker or other real estate marketing service and providing for the quoting of rates upon inquiry is permitted pursuant to the foregoing). In no event shall the Leased Premises be used by any assignee, sublessee, concessionaire, licensee or any other person except for the Permitted Use For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control of and any substantial percentage of the profits and losses from the business operations of Tenant in the Leased Premises to a person or entity other than Tenant, or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Section. (d) If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Section 4.8 shall not apply to the transfer of Ownership Interests in Tenant (i) if and so long as Tenant is publicly traded on a nationally recognized stock exchange, or (ii) between and among the principals or members of Tenant, incident to the admittance of principals or members into, or the exiting of principals or members from, the entity comprising Tenant in the ordinary course of the operations of Tenant. (e) Notwithstanding anything to the contrary contained in this Section 4.8, the prior consent of Landlord shall not be required with respect to an assignment of this Lease to a Permitted Transferee (as defined in Article XI) or a sublease of all or part of the Leased Premises to any Related Entity (as defined in Article XI) for the Permitted Uses so long as (i) such transfer was made for a legitimate independent business purpose and not primarily for the purpose of transferring this Lease to avoid Landlord’s consent requirements; (ii) the assignee or subtenant agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting except in accordance with the provisions of this Section 4.8, (iii) in no event shall Tenant be released from its obligations hereunder nor shall under this Lease, and (iv), as it relates to a transfer to a Permitted Transferee, the guaranty involvement by Tenant or its assets in any transaction, or series of the Lease transactions (by Air Industries Group be terminated way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or released. Any otherwise) whether or not a formal assignment or hypothecation of this Lease or subletting Tenant’s assets occurs, will not result in a reduction of the Premises without notification “Net Worth” of Tenant as hereinafter defined, by an amount equal to and consent such Net Worth of Tenant as it is represented to Landlord at the time of the execution by Landlord of this Lease. “Net Worth” of Tenant for purposes of this Section shall be the tangible net worth of Tenant (excluding any guarantors) established under generally accepted accounting principles consistently applied. In the event of a sublease permitted pursuant to this Section 4.8(e), such sublease shall not be effective as deemed to Landlord and Landlord vest in any such Related Entity any right or interest in this Lease nor shall not be bound therebyit relieve, release, impair or discharge any of Tenant’s obligations hereunder. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period notice of at least 12 months ending no earlier than six months and no later than three months prior any assignment or sublease pursuant to the effective date of the proposed assignment; (bthis Section 4.8(e) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after following the effective date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantorany such transaction. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Tenant may not assign its interest in sell, ------------------------------------ assign, or mortgage this Lease or sublet the whole Leased Premises or any part thereof, without the prior written consent of Landlord which shall not be unreasonably withheld. In the event of a permitted assignment or subletting, Tenant shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant's other obligations under the terms, conditions and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument containing an agreement of assumption of all Tenant's obligations under this Lease. Upon the occurrence of an Event of Default, if all or any part of the Leased Premises without the prior consent of are then assigned or sublet, Landlord, which consent will in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be unreasonably withheld, delayed construed to constitute a waiver or conditioned. release of Tenant shall remain primarily liable and responsible from the further performance of its obligations under this Lease in or the event making of any a new lease with such assignment assignee or sublease and shall not be released from its obligations hereunder nor shall subtenant. Notwithstanding the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by foregoing, if Landlord shall not be effective as adjudged to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its have unreasonably withheld consent to a proposed assignment or subletting, Tenant shall be entitled to receive an amount from Landlord equal to the net present value of the proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of direct reasonable costs incurred by Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantorassignment. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. A. Tenant shall not, without the prior written consent of Landlord in each instance, (i) assign, transfer, mortgage, pledge, hypothecate or encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it, (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) sublet the Premises or any part thereof, or (iv) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 6 of this Lease or by anyone other than the Tenant and Tenant's employees. In no event shall this Lease or any interest herein be assigned or assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings, except as provided by law. Notwithstanding the foregoing, Tenant may not assign its interest in this Lease or sublet the whole Premises without Landlord's prior written consent (a) to any parent, subsidiary or affiliate of Tenant if Tenant gives Landlord thirty (30) days prior written notice of the proposed assignment or sublet and if Landlord receives within such thirty (30) day period, evidence reasonably satisfactory to Landlord of the financial capability of said parent, subsidiary or affiliate, or (b) in connection with a reorganization, merger, consolidation or sale by Tenant of all or substantially all of its assets, if Tenant gives Landlord thirty (30) days' prior written notice of said reorganization, merger, consolidation or sale and if Landlord receives evidence satisfactory to Landlord that the net worth of the proposed transferee or surviving entity, as the case may be, is not less than Tenant's net worth. Any parent, subsidiary or affiliate or other transferee or surviving entity shall continue to use the Premises in a manner consistent with Tenant's use of the Premises. Tenant's assignment or sublet to a parent, subsidiary or affiliate or in connection with the sale, reorganization, merger, or consolidation shall not operate to release Tenant from any of its liabilities or obligations under this Lease. Tenant's right to assign this Lease or sublet the Premises to a parent, subsidiary, or affiliate or in connection with a sale, reorganization, merger or consolidation does not relieve Tenant of any other obligations or deny Landlord any other of its rights under this Section 14, unless specifically provided otherwise in this Section 14. B. Consent by Landlord to any assignment, subletting, use, occupancy, transfer or encumbrance shall not operate to relieve Tenant from any covenant, liability or obligation hereunder (whether past, present or future), including, without limitation, the obligation to pay Rent, except to the extent, if any, expressly provided for in such consent, or be deemed to be a consent to any subsequent assignment, subletting, use, occupancy, transfer or encumbrance. Tenant shall pay all of Landlord's costs, charges and expenses, including without limitation, reasonable attorney's fees, incurred in connection with any assignment, subletting, use, occupancy, transfer or encumbrance made or requested by Tenant. D. If Tenant, having first obtained Landlord's consent to any assignment or sublease, or if Tenant or a trustee in bankruptcy for Tenant pursuant to the Bankruptcy Code, shall assign this Lease or sublet the Premises, or any part thereof, at a rental or for other consideration in excess of the Premises without aggregate of the prior consent of LandlordBase Rent, which consent will not be unreasonably withheldOperating Cost Share Rent, delayed or conditioned. and Tax Share Rent due and payable by Tenant under this Lease, then Tenant shall remain primarily liable and responsible under pay to Landlord as Additional Rent all of such excess Rent or other consideration within ten (10) days after receipt thereof from time to time. E. If Tenant shall assign this Lease in as permitted herein, the event of any such assignment or sublease and assignee shall not be released from its obligations hereunder nor shall the guaranty expressly assume all of the Lease obligations of Tenant hereunder and agree to comply with and be bound by Air Industries Group be terminated or released. Any assignment all of the terms, provisions and conditions of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as Lease, in a written instrument satisfactory to Landlord and furnished to Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months fifteen (15) days prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) . If Tenant shall fail sublease the Premises as permitted herein, Tenant shall obtain and furnish to furnish Landlord with a true and correct copy of the sublease or assignment and assumption Landlord, not less later than thirty fifteen (3015) days prior to execution for the effective date of such sublease and in form satisfactory to Landlord’s review , the written agreement of such subtenant that it shall comply with and approval and a fully executed counterpart be bound by all of the sublease or assignment terms, provisions and assumption conditions of this LeaseLease and that it will attorn to Landlord, at Landlord's option and written request, in the event this Lease terminates before the expiration of the sublease. F. If Tenant is a corporation whose stock is not publicly traded, any transaction or series of transactions (including, without limitation, any dissolution, merger, consolidation or other reorganization of Tenant, or any issuance, sale, gift, transfer or redemption of any capital stock of Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant, other than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 14. If Tenant is a partnership, any transaction or series of transactions (including without limitation any withdrawal or admittance of a partner or any change in any partner's interest in Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant, other than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 14. The term "control" as applicableused in this Section 14F means the power to directly or indirectly direct or cause the direction of the management or policies of Tenant. If Tenant is a corporation, within ten a change or series of changes in ownership of stock which would result in direct or indirect change in ownership by the stockholders or an affiliated group of stockholders of less than fifty percent (1050%) days after of the outstanding stock as of the date of the execution and delivery of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to shall not be considered a corporation or other entity which is a direct or indirect subsidiary change of Guarantorcontrol. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. (a) Tenant may not assign its shall not, by operation of law or otherwise, (i) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the Leased Premises or any interest in this Lease therein, (ii) grant any concession or license within the Leased Premises, (iii) grant or transfer any management privileges or rights with respect to the Leased Premises, (iv) sublet the whole all or any part of the Leased Premises without or any right or privilege appurtenant to the prior consent Leased Premises, or (v) permit any other party to occupy or use all or any part of Landlordthe Leased Premises except for as provided in Section 2.2. If Tenant is other than an individual person, which consent will not be unreasonably withheldany conveyance, delayed assignment or conditioned. transfer of any interest in Tenant shall remain primarily liable be deemed to constitute a transfer or assignment prohibited by the immediately preceding sentence. No consent granted by Landlord to any transfer, assignment or other transaction prohibited by this Section shall release Tenant from any of Tenant's obligations under this Lease or be deemed to constitute a consent to any subsequent assignment, subletting, occupancy or use of the Leased Premises by another person. Subject to the foregoing, the rights and responsible obligations of the parties to this Lease shall inure to the benefit of and be binding upon their respective successors, assigns, heirs and legal representatives. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this paragraph shall be void and constitute a default by Tenant. (b) One half of all net cash or other net proceeds of any assignment, sale or sublease of Tenant's interest in this Lease and/or the Leased Premises (not including Trade Fixtures), whether consented to by Landlord or not, shall be paid to Landlord notwithstanding the fact that such proceeds exceed the rents called for hereunder, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. This covenant and assignment shall benefit Landlord and its successors in ownership of the Building and shall bind Tenant, Tenant's heirs, executors, administrators, personal representatives, successors and assigns. Any assignee, sublessee, or purchaser of Tenant's interest in this Lease (all such assignees, sublessees or purchasers being hereinafter referred to as "Successors"), by occupying the Leased Premises and/or assuming Tenant's obligations hereunder, shall be deemed to have assumed liability to Landlord for all amounts paid to persons other than Landlord by such Successor in consideration of any such sale, assignment or subletting, in violation of the provision hereof. The acceptance by Landlord of any rent from any sublessee or assignee of Tenant shall not constitute Landlord's consent to such assignment or sublease. Notwithstanding the foregoing, Tenant may, upon written notice to Landlord of the identity of the Affiliate, assign or sublet its interest under this Lease in the event Leased Premises to an "Affiliate" of any Tenant, provided (i) that such assignment assignee or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree subtenant assumes in writing to assume all of full, the obligations of Tenant under this Lease from and after the date of assignment; Lease, (cii) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection such Affiliate's business operations are consistent with the proposed sublet or assignment of this lease; Permitted Use, and (diii) Tenant shall fail to furnish Landlord with a true and correct copy of the such sublease or assignment and assumption shall not less than thirty (30) days prior operate to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of release Tenant from its obligations under this Lease. As used herein, as applicablethe term "Affiliate" shall be a corporation which controls, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent controlled by, or is generally held under common control with Tenant, control to be determined, for purposes hereof, by the ownership of in disrepute; (f) Without consent excess of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine fifty percent (4950%) of the issued and outstanding voting stock of such entity. In addition, the term "Affiliate" shall include any entity (a) resulting from a merger or consolidation with Tenant, (b) any entity succeeding to substantially all the business and assets of Tenant at the Leased Premises, (c) any subsidiary, spin-off, affiliate or transfer equity interests parent of Tenant, or (d) any entity resulting from the reorganization of Tenant outside of a bankruptcy organization. In the case of sublease or assignment to an Affiliate, Landlord shall not have any right to share in connection with going publicany excess rents. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.16.1 Except as set forth in Section 4.16.7, Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another (provided Landlord’s consent shall not be required for the temporary occupancy of portions of the Premises by Tenant’s Agents, provided the same is in accordance with all other terms of this Lease and such Tenant Agent is not generally operating from the Premises), without the prior consent of first obtaining Landlord’s consent, which consent will may not be unreasonably withheld, delayed conditioned or conditioneddelayed, provided that Landlord’s denial of consent on the basis of any grounds set forth in paragraph 4.16.3 shall not be considered unreasonable. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. So long as an Event of Default has occurred and is continuing, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not be released from its obligations hereunder nor shall the guaranty in limitation of the Lease by Air Industries Group be terminated or released. Any assignment of any other rights and remedies provided for in this Lease or subletting at law. So long as an Event of Default has occurred and is continuing, Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the Premises without notification obligations of Tenant under this Lease. 4.16.2 In the event Tenant desires to and consent by Landlord assign this Lease or to sublet all or any portion of the Premises, Tenant shall not be effective as give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant’s or assignee’s business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall not be bound thereby. Tenant agrees that it shall not be unreasonable for also provide Landlord to withhold its consent to with: (1) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including, upon request by Landlord, recent financial statements certified as accurate and complete by a certified public accountant or by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; and (2) a copy of the proposed sublease or assignment ifor letter of intent. Tenant shall pay to Landlord, upon Landlord’s demand therefor, Landlord’s third party costs (including, but not limited to, reasonable attorneys’ fees up to a maximum cap of $5,000.00 per proposed assignment or sublease), incurred in the review of such documentation and in documenting Landlord’s consent plus, an administrative fee of $500 as Landlord’s fee for processing such proposed assignment or sublease. Receipt of such fee shall not obligate Landlord to approve the proposed assignment or sublease. 4.16.3 Without limiting what may be construed as a factor considered by Landlord, Tenant agrees that any one or more of the following will be reasonable grounds for Landlord’s disapproval of a proposed assignment or sublease: (a) The proposed assignee (“Proposed Assignee”) refuses or subtenant does not, in Landlord’s good faith judgment, have sufficient financial worth to provide ensure full and timely performance under the proposed sublease and/or assignment; or Landlord with has received insufficient evidence of the financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date worth or creditworthiness of the proposed assignmentassignee or subtenant to make the determination set forth in this clause; (b) The Proposed Assignee shall not agree Landlord or any of its affiliates or parent company has had a dispute with the proposed assignee or subtenant or their respective principals or affiliates involving the payment of money or that otherwise resulted in writing to assume all a declaration of default under a lease or other agreement; or in Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in a business, or the Premises or any part of the obligations Premises will be used in a manner, that is not in keeping with the then standards of Tenant under this Lease from and after the date Building, or that is not compatible with the businesses of assignmentother tenants in the Building, or that is inappropriate for the Building, or that will violate any negative covenant as to use contained in any other lease of space in the Building; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee The use of One Thousand Five Hundred ($1,500.00) Dollars (increased the Premises by 2% each year commencing 1/1/17) in connection with the proposed sublet assignee or assignment of this leasesubtenant will not be permitted under the Permitted Uses; (d) Tenant shall fail to furnish Landlord with a true An Event of Default has occurred and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of is continuing under this Lease, as applicable, within ten or Tenant has defaulted under this Lease (10and received notice thereof from Landlord) days after on three (3) or more occasions during the twenty-four (24) months preceding the date of the execution of samethat Tenant shall request such consent; (e) The Proposed Assignee is not solvent Landlord or is generally held any of its affiliates or parent company has had written negotiations with the proposed assignee or subtenant in disrepute;the three (3) months preceding Tenant’s request regarding the leasing of space by such proposed assignee or subtenant in the Building; or (f) Without consent The proposed assignee or subtenant has a proposed use or operation in the Premises which may or will cause the Building or any part thereof not to conform with the environmental and green building clauses in this Lease. 4.16.4 Within twenty (20) calendar days after Landlord’s receipt of all required information to be supplied by Tenant pursuant to this paragraph, Landlord shall notify Tenant of Landlord’s approval, disapproval or conditioned approval of any proposed assignment or subletting or of Landlord’s election to recapture as described below. Landlord shall have no obligation to respond unless and until all required information has been submitted. In the event Landlord approves of any proposed assignment or subletting, Tenant may assign this Lease and the proposed assignee or sublessee shall execute and deliver to a corporation Landlord an assignment (or other entity which is a direct subletting) and assumption agreement in form and content reasonably satisfactory to Landlord. An approval by Landlord of any assignee of subtenant shall not be deemed any approval or indirect subsidiary of Guarantorconsent to any further sublease or assignment. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. (a) Except as permitted pursuant to this Section 16.01, any attempted assignment or subletting by Tenant may not assign its interest in of this Lease or sublet the whole of all or any part of the Leased Premises without the prior consent of Landlord, which consent will not shall be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable null and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment;void. (b) The Proposed Assignee shall not agree in writing Except for an assignment to assume all of the obligations of Tenant under this Lease from and after the date of assignment; an "Affiliate" pursuant to Section 16.01 (c) below, if Tenant desires to assign this Lease or Proposed Assignee shall fail to pay to Landlord a processing fee sublease all or any part of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Leased Premises, Tenant shall fail to furnish notify Landlord with a true and correct copy of the sublease or assignment and assumption not less than in writing at least thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart the effective date of any proposed assignment or sublease, describing the terms of the proposed assignment or sublease and the identity of the proposed assignee or assignment sublessee and assumption available financial information concerning the business and history of this Lease, as applicable, within ten the proposed assignee or sublessee (10and any additional information which Landlord may reasonably request). Landlord shall have fifteen (15) days after the date from receipt of all of the execution of same;foregoing to elect to (i) reject such proposed assignment or sublease; or (ii) consent to the proposed assignment or sublease; provided, however, Landlord will not unreasonably withhold its consent to a proposed assignment or sublease. (ec) The Proposed Assignee is not solvent Tenant (and any permitted subtenant or is generally held in disrepute; (fassignee) Without shall have the right, without the consent of Landlord, Tenant may to assign this Lease or sublet the Leased Premises or any portion thereof to, or to permit occupancy of any portion of the Leased Premises by, any Affiliate (as hereinafter defined), any entity that acquires substantially all of the assets of Tenant, any entity into which Tenant is merged and any entity resulting from a consolidation of Tenant with some other entity. The term "Affiliate" shall mean any corporation or other entity controlled by, under common control with or which is controls Tenant or in which Tenant, directly or indirectly, has a direct fifty (50%) percent or indirect subsidiary greater voting or ownership interest. However, such subletting or assignment shall not relieve Tenant of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority any of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability obligations under this Lease or GuarantyLease.

Assignment and Subletting by Tenant. A. Tenant may shall not assign its interest in this Lease directly or sublet the whole indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant's leasehold estate hereunder (collectively an "Assignment"), or permit the Presided to be occupied by anyone other than Tenant or sublet the Premises or any portion thereof (collectively a "Sublease") without the Landlord's prior consent of Landlordwritten consent, which consent will shall not be unreasonably withheld, delayed being obtained in each instance, subject to the terms and conditions contained in this Section. B If Tenant desires at any time to enter into an Assignment or conditioned. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting Sublease of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. or any portion thereof, Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of shall, at least 12 months ending no earlier than six months and no later than three months sixty (60) days prior to the effective date of the Assignment or Sublease, request in writing Landlord's consent to the Assignment or Sublease and provide the following: (1) The name of the proposed assignmentassignee, sub-tenant or occupant; (2) The nature of the proposed assignee's, subtenant's or occupant's business to be carried on in the Premises; (3) A copy of the proposed Assignment or Sublease; and (4) Such financial information concerning the proposed assignee, subtenant or occupant and other reasonable information regarding the transaction which Landlord shall have requested following its receipt of Tenant's request for consent. C. At any time within thirty (30) days after Landlord's receipt of the notice specified above, Landlord may by written notice to Tenant elect either to (a) consent to the proposed Assignment or Sublease, (b) refuse to consent to the proposed Assignment or Sublease or (c) terminate this Lease in full with respect to an Assignment or terminate in whole or in part with respect to a Sublease and enter into a lease directly with the proposed assignee or sublessee. In this regard, Landlord and Tenant agree (by way of example and without limitation) that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (1) The Proposed Assignee proposed transferee's use of the Premises conflicts with the Permitted Use under this Lease or is a type of use that is not desirable or compatible with other uses of the Building or Project; (2) In Landlord's reasonable business judgment, the proposed assignee, sublessee or occupant lacks sufficient business reputation or experience to operate a successful business of the type and quality permitted under this Lease; (3) Tenant is in default pursuant to this Lease or an event has occurred which, with the passage of time and/or the giving of notice, would constitute an event of default hereunder; (4) The proposed transferee's financial condition is less favorable than Tenant's financial condition as of the date of this Lease. D. If Landlord consents to the Sublease or Assignment within said thirty (30) day period, Tenant may enter into such Assignment or Sublease of the Premises or portion thereof, but only upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Subsection B. above; provided, however, that in connection with such Assignment or Sublease, as a condition to Landlord's consent, Tenant shall pay to Landlord one hundred percent (100%) of the excess, if any, of (i) in the case of an Assignment, the rental and other payment obligations of the proposed assignee under the terms of the proposed Assignment over the rental and other payment obligations of Tenant under the terms of this Lease, or (ii) in the case of a Sublease, the amount proposed to be paid by the sublessee over the proportionate amount of rental and other payment obligations required to be paid by Tenant to Landlord under the terms of this Lease as applicable to the portion of the Premises subleased. E. No consent by Landlord to any Assignment or Sublease by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease, whether arising before or after the Assignment or Sublease. The consent by Landlord to any Assignment or Sublease shall not agree in writing to assume all relieve Tenant of the obligation to obtain Landlord's express written consent to any other Assignment or Sublease. Any Assignment or Sublease that is not in compliance with this Section shall be void and, at the option of Landlord, shall constitute a material default by Tenant under this Lease. The acceptance of rent or payment of any other monetary obligation by Landlord from a proposed assignee or sublessee shall not constitute the consent by Landlord to such Assignment or Sublease. Tenant shall promptly provide to Landlord a copy of the fully executed Sublease or Assignment. F. Any sale or other transfer, including transfer by consolidation, merger or reorganization, of fifty-one percent (51%) or more of the voting stock or membership interests of Tenant, if Tenant is a corporation or limited liability company or, or any sale or other transfer of fifty-one percent (51%) or more of the partnership interest in Tenant, if Tenant is a partnership, shall be an Assignment for purposes of this Section. As used in this Subsection, the term "Tenant" shall also mean any entity that has guaranteed Tenant's obligation under this Lease, and the prohibition hereof shall be applicable to any sales or transfers of stock or partnership interests of said guarantor. G. Each assignee or other transferee, other than Landlord, shall assume, as provided in this Subsection, all obligations of Tenant under this Lease and shall be and remain liable jointly and severally with Tenant for the payment of Monthly Rental and all other monetary obligations hereunder, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the remainder of the Term. No Assignment or Sublease shall be binding on Landlord unless the assignee, sublessee or Tenant shall deliver to Landlord a counterpart of the Assignment or Sublease . In connection with an Assignment, Tenant or the assignee shall deliver an instrument (acceptable in form and substance to Landlord and in recordable form, whereby the assignee assumes all of the terms, covenants, conditions and agreements of the Lease. However the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its liability as set forth above. In connection with a Sublease, Tenant or the sublessee shall deliver to Landlord an instrument (acceptable in form and substance to Landlord and in recordable form) agreeing that sublessee shall be bound by all of the terms and conditions of the Lease, other than those pertaining to rent, applicable to the subleased space and that sublessee shall, at Landlord's sole option, attorn to Landlord as lessor under the Sublessee if this Lease is terminated for any reason and Landlord chooses to keep the Sublease in effect. H. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et. seq., (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. I. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and after the date of such assignment; (c) Tenant or Proposed Assignee . Any such assignee shall fail to pay upon demand execute and deliver to Landlord a an instrument confirming such assumption. J. Tenant shall pay Landlord's expenses and attorneys, fees incurred in processing fee of One Thousand an Assignment or Sublease, but in no event less than Five Hundred Dollars ($1,500.00) Dollars (increased by 2% 500.00), for each year commencing 1/1/17) in connection with such proposed transfer to cover the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s legal review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent administrative expenses of Landlord, Tenant may assign this Lease whether or not Landlord shall grant its consent to a corporation or other entity which is a direct or indirect subsidiary of Guarantorsuch proposed transfers. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s written consent. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the prior consent of LandlordPremises, which consent provided that the proposed assignee or subtenant (1) is creditworthy, (2) has a good reputation in the business community, (3) will use the Premises for the Permitted Use, (4) will not be unreasonably withhelduse the Premises or Building in a manner that would materially increase the pedestrian or vehicular traffic to the Premises or Building, delayed (5) is not a governmental entity, or conditionedsubdivision or agency thereof, (6) is not another occupant of the Building, and (7) is not a person or entity with whom Landlord is then, or has been within the six-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Building or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed assignment or subletting if any Event of Default by Tenant then exists. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting. Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not be released from its obligations hereunder nor shall the guaranty in limitation of the Lease by Air Industries Group be terminated or released. Any assignment of any other rights and remedies provided for in this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as at law. Tenant makes an absolute assignment to Landlord of such assignments and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord subleases and any rent, lease security deposits and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease. 4.16.2 In the event Tenant desires to assign this Lease from or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant’s or assignee’s business to be conducted on the Premises, the rental rate, and after any other particulars of the date proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or other appropriate officer of assignment; the proposed subtenant or assignee: (b) proof reasonably satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter) in compliance with the terms of this Lease; and (c) a copy of the proposed sublease or assignment or letter of intent. Tenant shall pay to Landlord, upon Landlord’s demand therefor, Landlord’s reasonable attorneys’ fees incurred in the review of such documentation and in documenting Landlord’s consent, not to exceed $2,500.00 for each request for Landlord’s consent. Receipt of such fees shall not obligate Landlord to consent to the proposed assignment or Proposed Assignee sublease. 4.16.3 In determining whether to grant or withhold consent to a proposed assignment or sublease, Landlord may consider, and weigh, any factor it deems relevant, in its reasonable discretion. 4.16.4 Within fifteen (15) Business Days after Landlord’s receipt of all required information to be supplied by Tenant pursuant to this Section 4.16, Landlord shall fail notify Tenant of Landlord’s approval, disapproval or conditional approval of any proposed assignment or subletting or of Landlord’s election to recapture as described below. Landlord shall have no obligation to respond unless and until all required information has been submitted. In the event Landlord approves of any proposed assignment or subletting, Tenant and the proposed assignee or sublessee shall execute and deliver to Landlord an assignment (or subletting) and assumption agreement in form and content reasonably satisfactory to Landlord. 4.16.5 Any transfer, assignment or hypothecation of any of the stock or interest in Tenant, or the assets of Tenant, or any other transaction, merger, reorganization or event, however constituted, whether in a single transaction or series of transactions over a six (6) month period, which (a) results in fifty percent (50%) or more of such stock, interest or assets going into different ownership, or (b) is a subterfuge denying Landlord the benefits of this Section 4.16, shall be deemed to be an assignment within the meaning and provisions of this Section 4.16 and shall be subject to the provisions of this Section 4.16. Notwithstanding the foregoing, any transfer, assignment or hypothecation of any of the publicly traded common stock in Tenant held by Ionis Pharmaceuticals as of the Effective Date shall not be subject to this Section 4.16. 4.16.6 If Landlord consents to any assignment or sublease and Tenant receives rent or any other consideration, either initially or over the term of the assignment or sublease, in excess of the Base Rent and Additional Rent (or, in the case of a sublease of a portion of the Premises, in excess of the Base Rent paid by Tenant on a square footage basis under this Lease) (such amount being referred to herein as the “Gross Profit”), Tenant shall pay to Landlord fifty percent (50%) of the Net Profit. As used herein, the “Net Profit” means the Gross Profit less the reasonable and customary marketing and transaction expenses incurred by Tenant in making such assignment or sublease, including, without limitation, costs or allowances for leasehold improvements, reasonable legal fees and leasing commissions, provided that, for purposes of calculating the Net Profit, such expenses shall be amortized over the term of the applicable assignment or sublease. 4.16.7 Landlord shall have the right to recapture the Premises or the applicable portion thereof (a processing fee “Recapture”) by giving written notice of One Thousand Five Hundred such Recapture to Tenant within fifteen ($1,500.0015) Dollars Business Days after receipt of Tenant’s written request for Landlord’s consent to such proposed assignment or subletting. Tenant shall have no right to retract its request for Landlord’s consent to assign or sublease once such request has been made. Such Recapture shall terminate this Lease as to the applicable space effective on the prospective effective date of assignment or subletting, which shall be the last day of a calendar month and shall not be earlier than forty-five (increased 45) Business Days after receipt of Tenant’s request hereunder. If less than the entire Premises are Recaptured, this Lease shall remain in full force and effect with respect to that remaining area not Recaptured by 2% each year commencing 1/1/17) Landlord. Tenant shall surrender that portion of the Premises Recaptured by Landlord in connection accordance with the proposed sublet or assignment terms and conditions of this lease; (d) Lease. Notwithstanding the foregoing, if at any time during the Term Tenant shall fail is occupying the entre Premises and is proposing to furnish Landlord with a true and correct copy sublease not more than 10,000 rentable square feet of floor area of the sublease or assignment Premises, then Landlord shall not have the right to Recapture with respect to such proposed sublease. 4.16.8 Notwithstanding anything to the contrary in this Lease, provided that all amounts due under this Lease have been paid in full and assumption further provided that no Event of Default exists, upon not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Business Days advance written notice to Landlord but without Landlord’s consent, Tenant may assign this Lease or sublet all or any portion of the Premises to a corporation an Affiliate of the Tenant, provided (a) that Tenant has delivered to Landlord satisfactory evidence that the assignee or other subtenant is an Affiliate of the Tenant, (b) Tenant reimburses Landlord on demand for all reasonable costs and expenses incurred by Landlord in determining compliance with the terms of this Section 4.16.8, including reasonable attorneys’ fees, and (c) such entity which is a direct or indirect subsidiary remains an Affiliate of GuarantorTenant subsequent to the date of such assignment and for the remainder of the Lease Term. In all events, Tenant shall remain liable for its obligations under this Lease despite any such transfer. (g) Without consent 4.16.9 Notwithstanding anything to the contrary in this Lease, provided that all amounts due under this Lease have been paid in full and further provided that no Event of Landlord Default exists, Tenant may may, without Landlord’s consent, assign this Lease in conjunction or connection with any merger, consolidation, corporate reorganization (other than pursuant to the bankruptcy laws), or the holders sale of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted assets of Tenant or the sale or other transfer of all or substantially all of the Tenant’s stock or other ownership interests (directly or indirectly), provided that the resulting or surviving entity or transferee (as applicable) (a) assumes all of the liabilities and obligations of the Tenant under this Lease in a writing in form and substance reasonably satisfactory to Landlord, and (b) has a tangible net worth immediately following such transaction certified to Landlord by an independent certified public accountant equal to or greater than the tangible net worth of Tenant as of the date of this Lease or the date immediately prior to such transaction (whichever is greater), in each case as determined in accordance with generally accepted accounting principles. Tenant agrees (w) that Tenant shall furnish to Landlord written notice of such assignment at least ten (10) Business Days prior to the Premises. (h) Without consent effective date of Landlordsuch assignment, unless, because of any confidentiality requirements applicable to such assignment, Tenant may sell or transfer a minority not give to Landlord advance notice of such assignment, (x) that Tenant shall furnish to Landlord evidence of any such completed assignment within five (5) Business Days after the effective date of such assignment, (y) that Tenant shall remain liable for its equity interests or otherwise assign or sublease obligations under this Lease, despite any such assignment, and (z) to reimburse Landlord on demand for all reasonable costs and expenses incurred by Landlord in determining compliance with the terms of this subsection, including reasonable attorneys’ fees. The provisions of Section 4.16.7 shall not apply to an affiliate or subsidiary of Tenant or its parent company; up assignment pursuant to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going publicthis Section 4.16.9. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 7.1.1 Tenant may shall not assign its interest in have the right, directly or indirectly (by change of control or otherwise) to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s consent, which consent will may not be unreasonably withheldwithheld or delayed. Any subtenants of Tenant are subject to the same such consent requirement from Landlord. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Neither Landlord’s demand for Recapture under paragraph 7.2 (“Recapture”) or Landlord’s conditioning of its consent under paragraph 7.3 (“Landlord Share of Revenue Surplus”) shall be deemed unreasonable. No sublease or assignment, delayed or conditioned. including one to which Landlord has consented, shall release Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall under this Lease. 7.1.2 Notwithstanding the guaranty of the Lease foregoing, Tenant may, without obtaining Landlord’s prior consent, but upon ten (10) business days prior written notice to Landlord, make an assignment to (i) any firm or corporation which Tenant controls, is controlled by Air Industries Group be terminated or released. Any assignment of this Lease is under common control with; (ii) any partnership in which Tenant has a controlling interest; or subletting of the Premises without notification (iii) any entity which succeeds to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease all or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume substantially all of Tenant’s assets whether by merger, sale or otherwise, provided that in any such case the assignee assumes in full the obligations of Tenant under this Lease from (an entity falling under items (i), (ii) and after the date of assignment; (c) Tenant or Proposed Assignee iii), shall fail be referred to pay to Landlord a processing fee of One Thousand Five Hundred as an “Affiliate”), provided that ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (da) Tenant shall fail to furnish provide Landlord with current financial statements of such Affiliate certified by an officer, partner or owner thereof, and (b) Landlord determines, in its reasonable discretion, that such Affiliate has a true and correct copy net worth equal to or exceeding the net worth of Tenant. For the sublease or avoidance of doubt, in the event of Tenant’s assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability Affiliate under this Lease or Guarantysection, Landlord shall not be entitled to any share of revenue surplus under Section 7.3.

Assignment and Subletting by Tenant. Anything else herein to the contrary notwithstanding, Tenant may shall not be allowed to assign its leasehold interest in created herein, this Lease or sublet the whole Lease, or any part of the Premises its rights, privileges, or obligations created hereunder without the prior written consent of Landlord, which Landlord may withhold in its sole discretion. Any other provision in this Lease to the contrary notwithstanding, the Tenant shall have no right to sublet the Demised Premises, or any part thereof to subtenants without Landlord’s prior written consent will which it may withhold in its sole discretion. Xxxxxxxx’s consent to any assignment, subletting, occupation, or use by another person other than Tenant shall not be unreasonably withhelddeemed to be a consent to any subsequent assignment, delayed subletting, occupation or conditioned. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease use by another person other than Tenant, it being understood that Xxxxxxxx’s rights hereunder are continuing and shall not be released from its obligations hereunder nor exhausted, regardless of the number of times such assignment, subletting, occupation or use shall occur. Provided, however, and notwithstanding the guaranty foregoing to the contrary,’ Tenant shall be entitled, without seeking or obtaining the prior written consent of Landlord, to assign this Lease or to sublet the Demised Premises (in whole or in part) to any entity that controls Tenant, that is under common control with Tenant or that is controlled by Tenant (a “Permitted Assignee”), provided that the Guaranty remains in full force and effect and such Permitted Assignee has a tangible net worth, at the time the assignment or sublease transaction is completed, which is not less than the net worth of Tenant named herein as of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification Date, and further provided Tenant delivers to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months Landlord, prior to the effective date of such assignment or sublease transaction involving the proposed assignment; (b) The Proposed Assignee shall not agree Permitted Assignee, documentation reasonably acceptable to Landlord to evidence same. A change in writing to assume control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the obligations assets of Tenant under shall be deemed a transfer to a Permitted Assignee. In the event that Tenant desires at any time to assign this Lease from and after or sublet all or any part of the Demised Premises to any party other than a Permitted Assignee which satisfies the terms of this Section 13, Tenant shall submit to Landlord in writing at least thirty (30) days prior to the proposed effective date of assignment; the assignment or sublease transaction (ci) Tenant a request for permission to assign or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with sublet setting forth the proposed sublet or assignment of this lease; effective date (d) Tenant which shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not be no less than thirty (30) days prior after the delivery of such notice to execution for Landlord’s review and approval and a fully executed counterpart ); (ii) the name of the proposed subtenant or assignee; (iii) the nature of the business to be carried on in the Demised Premises after the assignment or sublease; (iv) the terms and provisions of the proposed assignment or sublease instrument(s); (v) current financial statements of the proposed subtenant or assignee; and (vi) such additional information as Landlord may reasonably request in order to make a reasoned judgment regarding the proposed assignment or sublease. If Tenant assigns, sublets or makes any other transfer of all or any portion of its interest(s) hereunder, Xxxxxx named in this Lease shall remain directly and assumption primarily responsible for the faithful performance and observance of all of the covenants and obligations on Xxxxxx’s part to be performed in this Lease unless otherwise agreed by the parties in writing. Any assignee or subtenant hereunder shall be bound by and shall comply with all of the terms and provisions in this Lease, as applicableincluding, within ten (10) days after without limitation, the date Prohibited Uses. Tenant shall give Landlord prompt written notice of any assignment or sublease that is completed by Tenant pursuant to this Section 13, and each such written notice shall include the complete name and notice address of the execution assignee or subtenant. Notwithstanding the generality of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlordthe foregoing, Tenant may assign this Lease shall be permitted to finance its leasehold interest, Required Tenant Improvements and Tenant’s Prope1ty, and Landlord shall enter into such customary landlord consent and estoppel agreements as any lender to Tenant shall reasonably request. However, Landlord shall under no circumstances be required to subordinate nor hypothecate its fee ownership interest in the Demised Premises to any lender to Tenant, nor to provide a corporation or other entity which is a direct or indirect subsidiary waiver of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted any default by Tenant at under the Lease. In addition, Tenant shall be entitled to enter into equipment leasing arrangements, provided that such arrangements do not result in any security or lien filing on the Demised Premises and/or the Building or grant any rights (other than access and removal) to the Demised Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s consent, which consent will shall not be unreasonably withheld, conditioned or delayed in accordance with this paragraph. Notwithstanding any permitted assignment or conditioned. subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. 4.16.2 In the event Tenant desires to assign this Lease or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant’s or assignee’s business to be released from its obligations hereunder nor conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may request concerning the guaranty proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease by Air Industries Group be terminated Term (or released. Any assignment for the entire term of the sublease, if shorter) in compliance with the terms of this Lease or subletting Lease; and (c) a copy of the Premises without notification proposed sublease or assignment or letter of intent. Tenant shall pay to Landlord, upon Landlord’s demand therefor, Landlord’s reasonable attorneys’ fees incurred in the review of such documentation and consent by Landlord in documenting Landlord’s consent, plus an administrative fee of $500.00 as Landlord’s fee for processing such proposed assignment or sublease. Receipt of such fee shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for obligate Landlord to approve the proposed assignment or sublease. 4.16.3 In determining whether to grant or withhold its consent to a proposed sublease assignment or sublease, Landlord may consider, and weigh, any factor it deems relevant, in its sole and absolute discretion. Without limiting what may be construed as a factor considered by Landlord, Tenant agrees that any one or more of the following will be proper grounds for Landlord’s disapproval of a proposed assignment ifor sublease: (a) The proposed assignee (“Proposed Assignee”) refuses or subtenant does not, in Landlord’s good faith judgment, have financial worth or creditworthiness equal to provide Landlord with financial statements covering a period or greater than that of at least 12 months ending no earlier than six months and no later than three months prior to Tenant as of the effective execution date of the proposed assignmentthis Lease or sufficient financial worth to insure full and timely performance under this Lease; (b) The Proposed Assignee shall not agree in writing to assume all Landlord has received insufficient evidence of the obligations financial worth or creditworthiness of Tenant under this Lease from and after the date of assignmentproposed assignee or subtenant to make the determination set forth in clause (a); (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection has had prior negative leasing experience with the proposed sublet assignee or assignment subtenant or an affiliate or, in Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in a business, or the Premises or any part of this leasethe Premises will be used in a manner, that is not in keeping with the then standards of the Building, or that is not compatible with the businesses of other tenants in the Building, or that is inappropriate for the Building, or that will violate any negative covenant as to use contained in any other lease of space in the Building; (d) Tenant shall fail to furnish Landlord with a true and correct copy The use of the sublease Premises by the proposed assignee or assignment and assumption subtenant will not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of be permitted under the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of samePermitted Use; (e) The Proposed Assignee Tenant is not solvent in default of any obligation of Tenant under this Lease, or is generally held in disrepute;Tenant has defaulted under this Lease on three (3) or more occasions during the twenty-four (24) months preceding the date that Tenant shall request such consent; or (f) Without consent or Landlord has had written negotiations with the proposed assignee or subtenant, in the six (6) months preceding Tenant’s request, regarding the leasing of space by such proposed assignee or subtenant in the Building. 4.16.4 Within fifteen (15) Business Days after Landlord’s receipt of all required information to be supplied by Tenant pursuant to this paragraph, Landlord shall notify Tenant of Landlord’s approval, disapproval or conditional approval of any proposed assignment or subletting or of Landlord’s election to recapture as described below. Landlord shall have no obligation to respond unless and until all required information has been submitted. In the event Landlord approves of any proposed assignment or subletting, Tenant may assign this Lease and the proposed assignee or sublessee shall execute and deliver to a corporation Landlord an assignment (or subletting) and assumption agreement in form and content satisfactory to Landlord. 4.16.5 Subject to Section 4.16.8 below, any transfer, assignment or hypothecation of any of the stock or interest in Tenant, or the assets of Tenant, or any other entity transaction, merger, reorganization or event, however constituted which (a) results in fifty percent (50%), or more of such stock, interest or assets going into different ownership, or (b) is a direct subterfuge denying Landlord the benefits of this paragraph, shall be deemed to be an assignment within the meaning and provisions of this paragraph and shall be subject to the provisions of this paragraph. 4.16.6 If Landlord consents to any assignment or indirect sublease and Tenant receives rent or any other consideration, either initially or over the term of the assignment or sublease, in excess of the Base Rent and Additional Rent (or, in the case of a sublease of a portion of the Premises, in excess of the Base Rent paid by Tenant on a square footage basis under this Lease), Tenant shall pay to Landlord fifty percent (50%) of such excess. 4.16.7 Notwithstanding any contrary provision in the previous subparagraphs of this paragraph, Landlord’s consent shall not be required for an assignment or subletting of the Premises to (i) an affiliate or wholly-owned subsidiary of Guarantor. the Tenant (gcollectively, an “Affiliate”) Without consent or a reorganized entity under which no change of Landlord Tenant may assign this Lease ownership has occurred, (ii) an entity resulting from a merger or the holders of the equity interests of Tenant may sell consolidation by or assign such interests to a third party into Tenant, or (iii) an entity which acquires all or substantially all of Tenant’s stock or assets (each of the business then being conducted by Tenant at foregoing is hereinafter referred to as a “Permitted Transferee”), provided that (a) the Premises. proposed assignee has delivered to Landlord satisfactory evidence of financial worth (hless goodwill) Without consent of Landlord, Tenant may sell equal to or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary greater than that of Tenant or its parent company; up to forty-nine percent (49%) as of the Premisesexecution date of this Lease; (b) no Event of Default then exists; (c) the use of the Premises by the proposed assignee or subtenant constitutes a Permitted Use; (d) Tenant shall notify Landlord of a proposed transfer as soon as reasonably possible (and in no event later than the effective date thereof), and such notice shall include information establishing the relationship between Tenant and the transferee; (e) any assignee of the Lease shall expressly assume all of Tenant’s obligations and liabilities hereunder to thereafter be performed without releasing Tenant; (f) any sublease shall by its terms be expressly subordinate to all of the terms, covenants and conditions of this Lease; and (g) Tenant shall deliver to Landlord on or transfer equity interests in connection with going publicprior to the effective date an original executed copy of all documentation effecting such transfer. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. (a) Except as permitted pursuant to this Section 16.01, any attempted assignment or subletting by Tenant may not assign its interest in of this Lease or sublet the whole of all or any part of the Premises without the prior consent of Landlord, which consent will not shall be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable null and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment;void. (b) The Proposed Assignee shall not agree in writing Except for an assignment to assume all of the obligations of Tenant under this Lease from and after the date of assignment; an "Affiliate" pursuant to Section 16.01 (c) below, if Tenant desires to assign this Lease or Proposed Assignee shall fail to pay to Landlord a processing fee sublease all or any part of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Premises, Tenant shall fail to furnish notify Landlord with a true and correct copy of the sublease or assignment and assumption not less than in writing at least thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart the effective date of any proposed assignment or sublease, describing the terms of the proposed assignment or sublease and the identity of the proposed assignee or assignment sublessee and assumption available financial information concerning the business and history of this Lease, as applicable, within ten the proposed assignee or sublessee (10and any additional information which Landlord may reasonably request). Landlord shall have fifteen (15) days after the date from receipt of all of the execution of same;foregoing to elect to (i) reject such proposed assignment or sublease; or (ii) consent to the proposed assignment or sublease; provided, however, Landlord will not unreasonably withhold its consent to a proposed assignment or sublease. (ec) The Proposed Assignee is not solvent Tenant (and any permitted subtenant or is generally held in disrepute; (fassignee) Without shall have the right, without the consent of Landlord, Tenant may to assign this Lease or sublet the Premises or any portion thereof to, or to permit occupancy of any portion of the Premises by, any Affiliate (as hereinafter defined), any entity that acquires substantially all of the assets of Tenant, any entity into which Tenant is merged and any entity resulting from a consolidation of Tenant with some other entity. The term "Affiliate" shall mean any corporation or other entity controlled by, under common control with or which is controls Tenant or in which Tenant, directly or indirectly, has a direct fifty (50%) percent or indirect subsidiary greater voting or ownership interest. However, such subletting or assignment shall not relieve Tenant of Guarantor. any of its obligations under this Lease. Tenant shall provide written notice to Landlord within thirty (g30) Without consent days of Landlord Tenant may assign this Lease any assignment or the holders subletting of any portion of the equity interests of Tenant may sell or assign such interests Premises to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premisesany Affiliate. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. A. Notwithstanding any other provisions of this Lease, Tenant may covenants and agrees that it will not assign its interest in this Lease or sublet (which term, without limitation, shall include the granting of concessions, licenses, and the like) the whole or any part of the Leased Premises without in each instance having first (i) received the prior express written consent of the Landlord, which consent will shall not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable , and responsible under this Lease (ii) in the event case of any assignment, if such assignment consent is given by Landlord, caused the assignee or sublease transferee to execute and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as deliver to Landlord and an instrument reasonably acceptable to Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease whereby such assignee or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume transferee assumes all of the obligations of Tenant under this Lease from Lease. In connection with any request by Tenant for such consent to assignment or sublet, Tenant shall provide Landlord with all relevant information requested by Landlord concerning the proposed assignee’s or tenant’s financial responsibility, creditworthiness and after the date of assignment; (c) business experience to enable Landlord to make an informed decision. Tenant or Proposed Assignee shall fail to pay to reimburse Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased promptly for all reasonable out-of-pocket expenses incurred by 2% each year commencing 1/1/17) Landlord and all reasonable attorneys’ fees in connection with the review of Tenant’s request for approval of any assignment or sublease. B. Upon receipt from Tenant of a request to assign the Lease or to sublet one or more Bays for the balance of the Lease Term and such information, Landlord shall have the right, but not the obligation, to be exercised in writing within ten (10) calendar days after its receipt from Tenant of such request and information, (i) if the request is to assign the Lease, to terminate this Lease, or (ii) if the request is to sublet all or a portion of the Leased Premises, to release Tenant from its obligations under this Lease with respect to the portion of the Leased Premises subject to the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy for the term of the sublease or assignment and assumption proposed sublease, in either case as of the date set forth in Landlord’s notice of exercise of such option, which date shall not be less than thirty (30) days prior nor more than ninety (90) days following the giving of such notice. If Landlord exercises its right of recapture within such 10 day period, Tenant shall have the right, within five (5) days thereafter, to execution for rescind its request to assign or sublet, in which case such Landlord recapture election shall be null and void. In the event of an assignment or a sublet of the Leased Premises where Landlord exercised either of these options, Tenant shall surrender possession of the entire Leased Premises (in the event of an assignment or sublease of all of the Leased Premises) or the portion of the Leased Premises sublet (in the event of a sublet of a portion of the Leased Premises) on the date set forth in Landlord’s review and approval and a fully executed counterpart notice of its option exercise, in accordance with the provisions of this Lease relating to surrender of the Leased Premises at the expiration of the term. If Landlord shall exercise its option with respect to a sublet of less than the entire Leased Premises, Base Rent payments and Tenant’s Proportionate Share shall be readjusted proportionately according to the ratio that the number of square feet and the portion of the space surrendered compares to the floor area of Tenant’s Leased Premises for the duration of the sublet. C. Tenant shall not offer to make, or enter into negotiations with respect to an assignment, sublease or transfer: (i) to any entity owned by, or under the common control of, whether directly or indirectly, a tenant in the Building or any adjacent building in the 19-27 Drydock building complex owned by Landlord or any affiliates thereof provided, however, that in the event that Landlord or an affiliate thereof purchases 00 Xxxxxxx Xxxxxx after the date hereof, such restriction shall only be applicable to any tenant then occupying more than one (1) bay within 00 Xxxxxxx Xxxxxx and any tenants that first take occupancy of 00 Xxxxxxx Xxxxxx after the date that Landlord acquires 00 Xxxxxxx Xxxxxx; or (ii) to any party with whom Landlord has been negotiating within the prior three (3) months with respect to other space in the Building or any adjacent building in the 19-27 Drydock building complex owned by Landlord or any affiliates thereof; and (iii) Tenant shall not publicly advertise to assign or sublet this Lease for an aggregate consideration of less than 100% of the fixed rent at which Landlord is then offering to lease other comparable space in the Building for comparable use (Landlord acknowledging that listing such space with a broker or other real estate marketing service and providing for the quoting of rates upon inquiry is permitted pursuant to this clause and nothing herein shall prevent Tenant from assigning or subletting all or a portion of the Leased Premises for a lower fixed rent so long as it abides by the foregoing restriction as to advertising. In no event shall the Leased Premises be used by any assignee, sublessee, concessionaire, licensee or any other person except for the Permitted Use. In any case where Landlord shall consent to such assignment or subletting, the tenant named herein shall remain fully liable for the obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and assumption other amounts provided under this Lease. For the purposes of this Lease, as applicable, within ten (10) days after the date entering into of any management agreement or any agreement in the nature thereof transferring control of and any substantial percentage of the execution profits and losses from the business operations of same; (e) The Proposed Assignee is not solvent Tenant in the Leased Premises to a person or is generally held in disrepute; (f) Without consent entity other than Tenant, or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of Landlord, Tenant may assign this Lease to and shall be governed by the provisions of this Section. D. If Tenant is a corporation legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other entity which is a direct beneficial ownership interest in Tenant or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by assets of Tenant at (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the Premises. provisions of this Section 4.7 shall not apply to the transfer of Ownership Interests in Tenant (hi) Without if and so long as Tenant is publicly traded on a nationally recognized stock exchange, or (ii) between and among the principals or members of Tenant, incident to the admittance of principals or members into, or the exiting of principals or members from, the entity comprising Tenant in the ordinary course of the operations of Tenant. Notwithstanding the foregoing, Tenant shall have the right, without obtaining the prior written consent of Landlord, Tenant may sell (x) to assign this Lease or transfer a minority of its equity interests sublet the Leased Premises or otherwise assign or sublease any part thereof to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent any Related Entity (49%as hereinafter defined) of Tenant, and (y) to assign the Premises, Lease to a purchaser or transfer equity interests other transferee in connection with going publicany sale by Tenant of all or substantially of its assets in any transaction or series of transactions, or to any other successor entity which may result by way of merger, consolidation, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise. As used herein, the term “Related Entity” shall mean any entity controlled by, under common control with, or in control of Tenant. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. (a) Without the prior written consent of Owner, Tenant may shall not (i) assign its interest or in any manner transfer this Lease or any estate or interest therein, or (ii) permit any assignment of this Lease or any estate or interest therein by operation of law, or (iii) sublet the whole Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy of any portion of the Premises, or (v) permit the use of the Premises by any parties other than Tenant, its agents and employees, and any such acts without the Owner's prior written consent shall be void and of Landlordno effect. Consent by Owner to one or more assignments or sublettings shall not operate as a consent to, which consent will not be unreasonably withheldor a waiver of Owner's rights with respect to, delayed any subsequent assignments and sublettings. Notwithstanding any assignment or conditioned. subletting, Tenant shall remain primarily liable and responsible any guarantor of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the Rent and for compliance with all of Tenant's other obligations under this Lease. If an Event of Default should occur while the Premises or any part thereof is then assigned or sublet, Owner, in the event of addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or sublessee all payments becoming due to Tenant under such assignment or sublease and apply such payments against any sums due to Owner by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublease to make such payments directly to Owner upon receipt of notice from Owner. No direct collection by Owner from any such assignee or sublessee (regardless of whether or not such assignee or sublessee shall be deemed to be void and of no effect as stated in the first sentence of this (a)) shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of its obligations hereunder. Receipt by Owner of payments from any assignee, sublessee or occupant of the Premises shall not be released from its obligations hereunder nor shall the guaranty deemed a waiver of the Lease by Air Industries Group be terminated or released. Any assignment of covenants in this Lease against assignment and subletting, or subletting a release of the Premises without notification Tenant under this Lease. The receipt by Owner from any such assignee or sublessee obligated to make payments shall be a full and consent by Landlord shall not be effective as complete release, discharge and acquittance to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease such assignee or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior sublessee to the effective date extent of any such amount so paid to Owner. Owner is authorized and empowered on behalf of Tenant to endorse the proposed assignment;name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment under an assignment or sublease to Tenant, and to receive and apply the proceeds thereof in accordance with the terms hereof. (b) The Proposed Assignee Tenant shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant mortgage, pledge or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign otherwise encumber this Lease or the holders of the equity interests of Tenant may sell any estate or assign such interests to a third party which acquires all interest therein or substantially all of the business then being conducted by Tenant at in the Premises. (hc) Without If Tenant requests Owner's consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate assignment of the Lease or subsidiary subletting of Tenant all or its parent company; up to forty-nine percent (49%) a part of the Premises, it shall submit to Owner, in writing, the name of the proposed assignee or transfer equity interests in connection with going publicsubtenant and the nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and other particulars of the proposed subletting or assignment, including without limitation, evidence satisfactory to Owner that the proposed subtenant or assignee is financially responsible and will immediately occupy and thereafter use the Premises (or any sublet portion thereof) for the remainder of the term (or for the entire term of the sublease, if shorter). (d) If Owner consents to any subletting or assignment by Xxxxxx as above provided, and subsequently any payments received by Tenant under any such sublease are in excess of the Rent payable by Tenant under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then Owner may, at its option, either (i) Under no circumstances shall declare such excess payments under such sublease or such additional consideration for such assignment to be due and payable by Tenant to Owner as Additional Rent hereunder, or Guarantor be released from any liability under (ii) elect to cancel this Lease or Guarantyas provided in subparagraph (c) hereof.

Assignment and Subletting by Tenant. Tenant may not and shall not assign its interest this Lease, in this Lease whole or in part, nor sublet the whole all or any part of the Premises Premises, nor license concessions or lease departments therein, nor pledge or encumber by mortgage or other instruments any interest in this Lease (each individually and collectively referred to in this Section as a “Transfer”) without first obtaining the prior consent of Landlord, which consent will Landlord may withhold in its sole and absolute discretion. This prohibition includes, without limitation, any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant’s corporate, partnership or proprietary structure. Consent by Landlord to any transfer shall not be unreasonably withheldconstitute a waiver of the requirement for such consent to any subsequent Transfer. The acceptance of any Rent by Landlord from any alleged assignee or subtenant shall not constitute approval of the assignment or sublease of this Lease by the Landlord, delayed and the consent by Landlord to one assignment or conditionedsubletting of the Premises shall not constitute a waiver of Landlord’s rights hereunder. Tenant shall remain primarily liable and responsible under this Lease in pay to Landlord a Transfer Fee of $2,000.00 for such written consent. In the event of any such assignment assignment, subletting, licensing or sublease granting of a concession made with the prior written consent of the Landlord as aforesaid, Tenant will nevertheless remain primarily liable for the performance of all the terms, conditions, and covenants of this Lease. Any Transfer shall be by agreement in a form and content acceptable to Landlord, and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment specify and require that each Transferee of this Lease or subletting by acceptance of any Transfer shall assume, be bound by, and be obligated to perform the terms and conditions of its sublessor and assignor under this Lease. A condition of such Transfer is the agreement of the Premises without notification to and consent by parties that Landlord shall not receive the full and complete Rent payment of the Transferee even though such payments may be effective as to in excess of the original Rent between Landlord and Landlord Tenant. It is the intent and understanding of the parties to this Lease that Tenant shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date receive any monetary benefit, in excess of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all actual Rent obligation of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this LeaseTenant, as applicable, within ten (10) days after agreed between the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of original Tenant and Landlord, Tenant may assign this Lease to through a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests Transfer to a third party which acquires all or substantially all party. In the event of default of Tenant, Landlord at Landlord’s sole option may succeed to the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary position of Tenant as to any subtenant or its parent company; up to forty-nine percent (49%) licensee of the Premises, or transfer equity interests in connection with going publicTenant. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Tenant may not and shall not assign its interest this Lease, in this Lease whole or in part, nor sublet the whole all or any part of the Premises Premises, nor license concessions or lease departments therein, nor pledge or encumber by mortgage or other instruments any interest in this Lease (each individually and collectively referred to in this Section as a “Transfer”) without first obtaining the prior consent of Landlord, which consent will Landlord may not be unreasonably withheldwithhold. This prohibition includes, delayed without limitation, any subletting or conditionedassignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant’s corporate, partnership or proprietary structure. Consent by Landlord to any transfer shall not constitute a waiver of the requirement for such consent to any subsequent Transfer. The acceptance of any Rent by Landlord from any alleged assignee or subtenant shall not constitute approval of the assignment or sublease of this Lease by the Landlord, and the consent by Landlord to one assignment or subletting of the Premises shall not constitute a waiver of Landlord’s rights hereunder. Tenant shall remain primarily liable and responsible under this Lease in pay to Landlord a Transfer Fee of $2,000.00 for such written consent. In the event of any such assignment assignment, subletting, licensing or sublease granting of a concession made with the prior written consent of the Landlord as aforesaid, Tenant will nevertheless remain primarily liable for the performance of all the terms, conditions, and covenants of this Lease. Any Transfer shall be by agreement in a form and content acceptable to Landlord, and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment specify and require that each Transferee of this Lease or subletting by acceptance of any Transfer shall assume, be bound by, and be obligated to perform the terms and conditions of its sublessor and assignor under this Lease. A condition of such Transfer is the agreement of the Premises without notification to and consent by parties that Landlord shall not receive the full and complete Rent payment of the Transferee even though such payments may be effective as to in excess of the original Rent between Landlord and Landlord Tenant. It is the intent and understanding of the parties to this Lease that Tenant shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date receive any monetary benefit, in excess of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all actual Rent obligation of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this LeaseTenant, as applicable, within ten (10) days after agreed between the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of original Tenant and Landlord, Tenant may assign this Lease to through a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests Transfer to a third party which acquires all or substantially all party. In the event of default of Tenant, Landlord at Landlord’s sole option may succeed to the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary position of Tenant as to any subtenant or its parent company; up to forty-nine percent (49%) licensee of the Premises, or transfer equity interests in connection with going publicTenant. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Tenant may not assign its interest in this Lease or sublet the whole or any part of the Premises without the prior consent of LandlordLandlord provided that (i) Tenant shall deliver to Landlord a copy of the instrument(s) of assignment or sublease, which consent will not and (ii) any such assignee or sublessee shall agree in writing to assume and perform all of the terms and conditions of this Lease on Tenant’s part to be unreasonably withheld, delayed performed with respect to the assigned or conditionedsubleased estate from and after the commencement date of such assignment or subletting. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and any such assignment or sublease shall not be released operate to release Tenant from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or releasedhereunder. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound therebythereby until receipt of such notification. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease Any assignment of this Lease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date subletting of the proposed assignment; (b) The Proposed Assignee Premises for an unlawful or prohibited use or a use restricted by matters of title shall not agree in writing to assume all be void and of no force and effect. Notwithstanding the obligations of Tenant foregoing, SSP Partners, as Tenant, may be released from continuing liability under this Lease from and after the date of assignment; (c) should Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to an entity that has both (i) at the time of said assignment, a corporation or other entity which is a direct or indirect subsidiary net worth (excluding goodwill) of Guarantor. $51,000,000 [*** FINAL AMOUNT TO BE CONFIRMED PRIOR TO CLOSING ***] as evidenced by audited financial statements of assignee evidencing said net worth delivered by Tenant to Landlord at the time of such assignment, and (gii) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests experience and creditworthiness substantially similar to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent time of Landlordsaid assignment. Further, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premisesif SSP Partners, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be as Tenant, is released from any continuing liability under this Lease upon assignment as more particularly provided for above, the assigned Lease shall not be cross-defaulted with any Other Leases (as defined in Section 19.1(f)) and the Other Leases shall not be cross-defaulted with the Lease from which Tenant has been released. Landlord agrees that with regard to any sublease or Guarantyother occupancy agreement entered into by Tenant on or in the Premises, so long as this Lease is in place and Tenant has not committed an Event of Default hereunder, all income from any said sublease or occupancy agreement shall belong to Tenant and Landlord hereby waives any claims with respect to the income from any sublease or any occupancy rights granted by Tenant on the Premises, which shall remain the Property of Tenant. Should Tenant sublease any part of the Premises or otherwise enter into any occupancy agreements during the Term, nothing in this Lease shall obligate Landlord to recognize the rights of any subtenants or other parties in occupancy of the Premises.

Assignment and Subletting by Tenant. (a) Except as expressly permitted herein, Tenant, without the prior written consent of Landlord in each instance, shall not (a) assign its rights or delegate its duties under this Lease (whether by operation of law, transfers of interests in Tenant or otherwise), or mortgage or encumber its interest in this Lease, in whole or in part, (b) sublet, or permit the subletting of, the Leased Premises or any part thereof, or (c) permit the Leased Premises or any part thereof to be occupied, or used for desk space, mailing privileges or otherwise, by any person other than Tenant. (b) The consent by Landlord to any assignment, subletting, occupancy or use shall not relieve Tenant from its obligation to obtain the express prior written consent of Landlord to any further assignment, subletting, occupancy or use. Tenant shall pay to Landlord all reasonable costs, including reasonable attorneys' fees and disbursements, incurred by Landlord in connection with any proposed assignment of Tenant's interest in this Lease or any proposed subletting of the Leased Premises or any part thereof. Neither any assignment of Tenant's interest in this Lease nor any subletting, occupancy or use of the Leased Premises or any part thereof by any person other than Tenant or its Affiliates, nor any collection of rental by Landlord from any person other than Tenant as provided in this Section, nor any application of any such rental by Landlord, shall relieve or release Tenant of its obligations under this Lease on Tenant's part to be observed and performed, and, subsequent to any assignment, Tenant's liability hereunder shall continue notwithstanding any subsequent modification or amendment hereof or the release of any subsequent tenant hereunder from any liability, to all of which Tenant hereby consents in advances. Tenant shall strictly enforce the terms and conditions of any assignment or sublease to which Landlord shall have consented, and shall assign to Landlord any and all rights it may have against such subtenant or assignee, as the case may be, should Landlord so request, including the right to commence legal proceedings in Tenant's name. (c) If Landlord shall recover or come into possession of the Leased Premises before the Expiration Date, Landlord shall have the right, at its option, to take over any and all subleases or sublettings of the Leased Premises or any part thereof made by Tenant and to succeed to all the rights of paid subleases subletting or such of them as it may elect to take over. Tenant hereby expressly assigns and transfers to Landlord such of the subleases and sublettings as Landlord may elect to take over at the time of such recovery of possession, such assignment and transfer not to be effective until the termination of this Lease or re-entry by Landlord hereunder (or if Landlord shall otherwise succeed to Tenant's estate in the Leased Premises), at which time Tenant shall, upon request of Landlord, execute, acknowledge and deliver to Landlord such further assignments and transfers as may be necessary to vest in Landlord the then existing subleases and sublettings. Every subletting hereunder is subject to the condition and by its acceptance of and entry into a sublease, each subtenant thereunder shall be deemed conclusively to have thereby agreed from and after the termination of this Lease or re-entry by Landlord hereunder (or if Landlord shall otherwise succeed to Tenant's estate in the Leased Premises), that such subtenant shall waive any right to surrender possession or to terminate the sublease and, at Landlord's election, such subtenant shall be bound to Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord, as its landlord, under all of the then executory terms of such subleases Each subtenant or licensee of Tenant shall be deemed automatically upon and as a condition of occupying or using the Leased Premises or any part thereof, to have given a waiver of subrogation of the type described in and to the extent and upon the conditions set forth in Article XXVI hereof. (d) If Tenant is a corporation, Tenant may, without Landlord's consent, assign its interest in this Lease (i) to any corporation which is a successor to Tenant either by merger or sublet the whole or any part of the Premises without the prior consent of Landlordconsolidation, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent (ii) to a proposed sublease purchaser of all or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume substantially all of the obligations Tenant's assets (provided such purchaser shall have also assumed substantially all of Tenant under this Lease from and after the date of assignment; Tenant's liabilities). or (ciii) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which shall (1) control, (2) be under the control of or (3) be under common control with, Tenant (the term "control" as used herein shall be deemed to mean ownership of more than fifty (50%) percent of the outstanding voting stock of a corporation, or other majority equity and control interest, if not a corporation). Tenant may also sublease to, or permit the use of all or any portion of the Leased Premises by an entity described in clause (iii) (any such entity is referred to herein as an "Affiliate") without Landlord's consent. As conditions to any such assignment or subletting, (a) Tenant shall not be in default in the performance of any of its obligations under this Lease, (b) prior to such subletting Tenant shall furnish Landlord with the name of any such related corporation, together with a certification of Tenant and such other proof as Landlord may reasonably request that such assignee or sublessee is a direct related corporation of Tenant, (c) in the reasonable judgment of Landlord the proposed subtenant shall be of at character in keeping with the standards of Landlord for the Building (d) such subtenant or indirect subsidiary assignee shall not be a "telecommunications common carrier". In the event of Guarantorany assignment or subletting described above, (a) any such assignee, subtenant or occupant shall continue to use the Leased Premises for the conduct of the purposes permitted hereby, (b) the principal purpose of such assignment or sublease shall not be the acquisition of Tenant's interest in this Lease (except if such assignment or sublease is made pursuant to clause (iii) and is made for a valid intracorporate business purpose and is not made to circumvent the provisions of this Article), and (c) any such assignee shall have a net worth and annual income and cash flow, determined in accordance with generally accepted accounting principles, consistently applied, after giving effect to such assignment, equal to or greater than Tenant's net worth and annual income and cash flow, as so determined, on the date of such assignments. Tenant shall, within ton (10) business days after execution thereof, deliver to Landlord a duplicate original instrument of assignment (or sublease) in form and substance reasonably satisfactory to Landlord, duly executed by Tenant (and the subtenant), and (b) an instrument in form and substance reasonably satisfactory to Landlord, duly executed by the assignee, in which such assignee shall assume observance and performance of, and agree to be personally bound by, all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed; provided, however, that in no event shall such assignment relieve or release Tenant from any of its obligations hereunder. Except as set forth above, either a transfer of a controlling interest in the shares of Tenant (if Tenant is a corporation or trust) or a transfer of a majority of the total interest in Tenant (if Tenant is a partnership) at any one time or over a period of time through a series of transfers, shall be deemed an assignment of this Lease and shall be subject to all of the provisions of this Article, including, without limitation, the requirement that Tenant obtain Landlord's prior consent thereto. The transfer of shares of Tenant (if Tenant is a corporation or trust) , for purposes of this Article, shall not include any sale of shares effected through the "over-the-counter market" or through any recognized stock exchange. (e) Except as to sublettings or assignments made pursuant to Section (d) above, prior to any proposed subletting or assignment, Tenant shall submit a statement to Landlord (an "Assignment/Sublease Statement") containing the following information: (a) the name and address of the proposed subtenant or assignee, (b) a description of the portion of the Leased Premises to be sublet, (c) the terms and conditions of the proposed subletting including the rent payable or the proposed assignment, including the consideration payable therefor, (d) the nature and character of the business of the proposed subtenant or assignee including financial statements supporting the creditworthiness of the proposed subtenant or assignee, and (A) any other information that Landlord may reasonably request. A complete copy of the proposed assignment or sublease to be executed by Tenant and the assignee or subtenant shall accompany Tenant's Assignment/Sublease Statement. (f) Landlord may, by notice to Tenant ("Landlord's Notice"), given within fifteen (15) days after its receipt of an Assignment/Sublease Statement wherein Tenant shall propose to sublet all or any portion of the Leased Premises, require Tenant to sublease the proposed sublease space to Landlord or its nominee on the terms set forth in Section (g) below. If Tenant shall propose to assign this Lease or sublease substantially all of the Leased Premises for substantially the then balance of the term of this Lease, Landlord also may, by Landlord's Notice, terminate this Lease as of the date which is two (2) months following Landlord's receipt of the Assignment/Sublease Statement as though such date was the Expiration Date set forth in this Lease. If Landlord falls to so exercise either of such options, it shall not unreasonably withhold or delay its consent to the proposed assignment or sublease by Tenant, as provided below, but such consent shall be deemed of no effect if such assignment or sublease is not consummated by Tenant and the assignee or subtenant, as the case may be, executing and delivering the assignment or sublease which accompanied Tenant's Assignment/Sublease Statement within one hundred twenty (120) days after such consent is given. The portion of the Leased Premises to which any proposed subletting is to be applicable is hereinafter referred to as the "Space". (g) Without consent If Landlord requires Tenant to execute it sublease ("Sublease") pursuant to Section (f), then the Sublease shall be upon the same terms as this Lease, except for such terms thereof as are inapplicable and except that: (1) the term of Landlord the Sublease shall be the term specified in Tenant's Assignment/Sublease Statement; (2) the fixed annual rent for the Sublease shall be the lesser of (a) the product of the rate per RSF (net of any credits Tenant may assign be receiving In respect thereof pursuant to this Lease or otherwise) Tenant in then paying Landlord hereunder and the holders of RSF contained in the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of Space and (b) the business then being conducted fixed annual rent set forth in Tenant's Assignment/ Sublease Statement; (3) "Tenant's Share" shall be determined by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability multiplying Tenant's Share under this Lease or Guaranty.by is fraction, the numerator of which is the RSF contained in the Space (including

Assignment and Subletting by Tenant. 9.01 Conditions (a) Except as specifically provided in this Article, Tenant may shall not assign its interest in or transfer this Lease or sublet any interest therein, or in any way part with possession of all or any part of the whole Premises, or permit all or any part of the Premises without to be used or occupied by any other person. Any assignment , transfer, or subletting or purported assignment, transfer, or subletting except as specifically provided herein shall be null and void and of no force and effect and shall render null and void as at and from the prior consent of Landlordtime thereof any options or rights to renew this Lease, which consent will not be unreasonably withheld, delayed any options or conditioned. rights to additional space and any options or rights to parking space. (b) If and whenever Tenant shall remain primarily liable and responsible under wish or purport or propose to assign this Lease in the event of any such assignment Lease, or sublease and shall not be released from its obligations hereunder nor shall the guaranty sublet all or part of the Lease by Air Industries Group be terminated or released. Any Premises, Tenant shall furnish Landlord all such information, particulars and documents as Landlord may reasonably require. (c) Landlord may withhold its consent to an assignment of this Lease or subletting a sublease of all or part of the Premises without notification by Tenant to and consent any tenant in a building which is owned or managed by Landlord shall or any affiliate of Landlord; or to an assignee, subtenant, occupier, or other person whatsoever, inconsistent, in the opinion of Landlord, with the character of the Building, the Project, or its other tenants; or if Section 9.04 has not be effective as been complied with; or to Landlord any assignee or subtenant which does not propose to occupy and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable use the Premises for Landlord to withhold the conduct therein of its consent to a proposed sublease or assignment if:own business. (ad) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months rights and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations interests of Tenant under this Lease from and after the date shall not be assignable by operation of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) law without Landlord's written consent, which consent may be withheld in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same;'s discretion. (e) The Proposed Assignee No assignment, transfer, or subletting (or use or occupation of the Premises by any other person) whether or not permitted under this Article shall in any way release or relieve Tenant of its obligations under this Lease unless such release or relief is not solvent or is generally held specifically granted by Landlord to Tenant in disrepute;writing. (f) Without Landlord's consent to an assignment, transfer, or subletting (or use or occupation of Landlordthe Premises by any other person) shall not be deemed to be a precedent or a consent to any subsequent assignment, Tenant may assign this Lease to a corporation transfer, subletting, use, or other entity which is a direct or indirect subsidiary of Guarantoroccupation. (g) Without consent Landlord's expenses and Outlays incurred in the consideration of Landlord Tenant may assign this Lease any assignment or the holders of the equity interests of Tenant may sell subletting, or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without any request therefor, and any documentation attendant on any consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going publicshall be borne by Tenant. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior consent of first obtaining Landlord’s written consent, which consent will (except as provided in the next sentence) shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. During the period beginning on the Commencement Date and ending on the earlier of the date which is two (2) years after the Rent Commencement Date or the date that the Building is ninety-eight percent (98%) leased, Landlord shall have the right to withhold its consent to any proposed assignment or subletting for any reason or no reason, such consent to be in Landlord’s sole and absolute discretion. Notwithstanding any permitted assignment or subletting. Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease in the event and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent. Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not be released from its obligations hereunder nor shall the guaranty in limitation of the Lease by Air Industries Group be terminated or released. Any assignment of any other rights and remedies provided for in this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as at law. Tenant makes an absolute assignment to Landlord of such assignments and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord subleases and any rent, lease security deposits and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease. 4.16.2 In the event Tenant desires to assign this Lease from or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant’s or assignee’s business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter) in compliance with the terms of this Lease; and (c) a copy of the proposed sublease or assignment. Tenant shall pay to Landlord, upon Landlord’s demand therefor, Landlord’s reasonable attorneys’ fees and expenses incurred in the review of such documentation and in documenting Landlord’s consent. Receipt of such fees and expenses shall not obligate Landlord to approve the proposed assignment or sublease. 4.16.3 In determining whether to grant or withhold consent to a proposed assignment or sublease, Landlord may consider, and weigh, any factor it deems relevant, in its sole and absolute discretion. 4.16.4 Within fifteen (15) Business Days after Landlord’s receipt of all required information to be supplied by Tenant pursuant to this paragraph, Landlord shall notify Tenant of Landlord’s approval, disapproval or conditional approval of any proposed assignment or subletting or of Landlord’s election to recapture as described below. If Tenant’s request for approval of any sublease or assignment is submitted to Landlord with a notice expressly stating that Landlord’s failure to disapprove such sublease or assignment within fifteen (15) Business Days after Landlord’s receipt thereof and Landlord fails to disapprove such transaction with such fifteen (15) Business Days period, such sublease or assignment shall be deemed approved, provided, however, Landlord shall have no obligation to respond and said fifteen (15) Business Day period shall not begin to run unless and until all required information has been submitted. In the event Landlord approves of any proposed assignment or subletting, Tenant and the proposed assignee or sublessee shall execute and deliver to Landlord an assignment (or subletting) and assumption agreement in form and content satisfactory to Landlord. 4.16.5 Any transfer, assignment or hypothecation of any of the stock or interest in Tenant, or the assets of Tenant, or any other transaction, merger, reorganization or event, however constituted which (a) results in fifty percent (50%), or more of such stock, interest or assets going into different ownership, or (b) is a subterfuge denying Landlord the benefits of this paragraph, shall be deemed to be an assignment within the meaning and provisions of this paragraph and shall be subject to the provisions of this paragraph. Notwithstanding the foregoing, (x) no consent of the Landlord shall be required in connection with an initial public offering of Tenant’s stock on a “national securities exchange” (as defined in the Securities and Exchange Act of 1934), and (y) after such initial public offering, no transfer of greater than fifty percent (50%) of any stock or interest of Tenant shall not be deemed to be an assignment within the meaning and provisions of this subparagraph 4.16.5 so long as Tenant remains a publicly traded corporation listed on a “national securities exchange”. 4.16.6 If Landlord consents to any assignment or sublease and Tenant receives rent or any other consideration, either initially or over the term of the assignment or sublease, in excess of the Base Rent and Additional Rent (or, in the case of a sublease of a portion of the Premises, in excess of the Base Rent paid by Tenant on a square footage basis under this Lease), less all actual and documented third-party usual and customary brokerage fees, reasonable legal fees, reasonable architectural fees, advertising costs, concessions and construction costs paid by Tenant in connection with such assignment or sublease, Tenant shall pay to Landlord fifty percent (50%) of such excess. 4.16.7 Landlord shall have the right to recapture the Premises or the applicable portion thereof (a Recapture) by giving written notice of such Recapture to Tenant within fifteen (15) Business Days after receipt of Tenant’s written request for Landlord’s consent to such proposed assignment or subletting. Tenant shall have no right to retract its request for Landlord’s consent to assign or sublease once such request has been made. If Landlord fails to give Tenant notice of Recapture within such fifteen (15) Business Day period, such right of Recapture shall be waived with respect to such proposed assignment or subletting but shall remain in effect for any subsequent proposed assignment or subletting. Such Recapture shall terminate this Lease as to the applicable space effective on the prospective effective date of assignment;assignment or subletting, which shall be the last day of a calendar month and shall not be earlier than forty-five (45) Business Days after receipt of Tenant’s request hereunder. If less than the entire Premises are recaptured, this Lease shall remain in full force and effect with respect to that remaining area not recaptured by Landlord. In the event of a Recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Base Rent and Tenant’s Pro Rata Share shall be adjusted on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the original Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of same. If Landlord recaptures only a portion of the Premises, it shall construct and erect at Landlord’s sole cost such partitions as may be required to sever the space to be retained by Tenant from the space recaptured by Landlord. Tenant shall surrender that portion of the Premises recaptured by Landlord in accordance with the terms and conditions of this Lease. Notwithstanding the first sentence of this subparagraph, Landlord shall have no right to Recapture the Premises or applicable portion thereof if: (a) Tenant’s proposed assignment or sublet is to an Affiliate or wholly-owned subsidiary or is to a reorganized entity under which no change in ownership has occurred, or (b) Tenant’s proposed assignment or sublet together with any previous assignments and sublets encompass, in the aggregate, net rentable area equal to or less than twenty-five percent (25%) of the total net rentable area of Premises. 4.16.8 Notwithstanding any contrary provision in the previous subparagraphs of this paragraph, Landlord’s consent shall not be required for any proposed assignment or subletting of the Premises where (a) the assignment or subletting is to an Affiliate or a reorganized entity under which no change of ownership has occurred, provided that Tenant has delivered to landlord satisfactory evidence of the foregoing at lease fifteen (15) Business Days prior to the effective date thereof, (b) the proposed assignee or subtenant has delivered to Landlord at least fifteen (15) Business Days prior to the effective date thereof satisfactory evidence of financial worth (less goodwill) equal to or greater than that of Tenant as of the execution date of this Lease, and (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee has satisfied the requirements of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with Section 4.16.2. hereof other than the proposed sublet or assignment payment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or attorneys’ fees (which shall not be applicable to an assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease made pursuant to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going publicthis Section 4.16.8). (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Tenant may not assign its interest in this Lease or sublet the whole or any part of the Premises shall not, without the prior written consent of Landlord, assign this Lease or any interest herein or in the Premises, whether directly, indirectly or by operation of law, or mortgage, pledge, encumber, hypothecate or otherwise transfer or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant (collectively referred to in this Section as a “Transfer”). If Tenant is a partnership, a withdrawal or change of any partners in the Tenant, whether voluntary, involuntary or by operation of law, shall be deemed a Transfer for purposes of this Section. Landlord’s consent to one or more Transfers shall not terminate or waive this provision, and all subsequent Transfers shall likewise be made only upon obtaining the prior written consent of Landlord. Without limiting the foregoing, in no event shall Tenant make a Transfer if the proposed Transfer or resulting use would contravene any restrictive covenant (including any exclusive use) granted to any other tenant of the Building or would contravene the provisions of Section 3.1 of this Lease. Xxxx Xxxxxxxx’s receipt of a request by Tenant to make a Transfer, Landlord shall have the right, at Landlord’s option, to exercise in writing any of the following options: (a) to terminate this Lease as to the portion of the Premises proposed to be assigned or sublet; (b) to consent to the proposed Transfer, subject to the other terms and conditions set forth in this Section; or (c) to refuse to consent to the proposed Transfer, which refusal shall be deemed to have been exercised unless Landlord gives Tenant written notice providing otherwise. The consent will not of Landlord to any proposed Transfer may be unreasonably withheldwithheld by Landlord in its sole and absolute discretion. Landlord may, delayed as a prior condition to considering any request for consent to a Transfer, require Tenant to obtain and submit current financial statements of any proposed subtenant or conditionedassignee and such other financial documentation relative to the proposed subtenant or assignee as Landlord may reasonably require. In the event Landlord consents to a Transfer, Tenant shall pay to Landlord a fee to cover Landlord’s accounting costs plus any legal fees incurred by Landlord as a result of the Transfer. Landlord may require an additional security deposit from the assignee or subtenant as a condition of its consent. Any consideration, in excess of the Rent and other charges and sums due and payable by Tenant to Landlord under this Lease, paid to Tenant by any assignee or subtenant under or in connection with a Transfer shall be promptly remitted by Tenant to Landlord as additional rent, and Tenant shall have no right or claim thereto as against Landlord. Sublessees or transferees of the Premises shall become directly liable to Landlord for all obligations of Tenant under the Lease, without relieving Tenant (or any guarantor of Tenant’s obligations) of any liability for such obligations, and Tenant shall remain primarily liable and responsible obligated for all liability to Landlord arising under this Lease in during the event of entire remaining Lease Term including any such assignment extensions thereof, whether or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or releasedauthorized herein. Any No assignment of this Lease or subletting of the Premises without notification consented to and consent by Landlord shall not be effective as to Landlord unless and until Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or receive an original assignment and assumption not less than thirty (30) days prior agreement, in form and substance satisfactory to execution Landlord, signed by Tenant and Tenant’s proposed assignee, whereby the assignee assumes due performance of this Lease for Landlord’s review and approval and a fully executed counterpart the balance of the sublease or assignment and assumption remaining Lease Term of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) . No subletting of the Premises, or transfer equity interests any part thereof, consented to by Landlord shall be effective unless and until there shall have been delivered to Landlord an agreement, in connection with going publicform and substance satisfactory to Landlord, signed by Tenant and the proposed sublessee, whereby the sublessee acknowledges the right of Landlord to continue or terminate any sublease, in Landlord’s sole discretion, upon termination of this Lease, and the sublessee agrees to recognize and attorn to Landlord in the event that Landlord elects to continue the sublease. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. Except as expressly provided herein, Tenant may not assign its shall not, by operation of law or otherwise, (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber the Lease, the Premises or any part of or interest in this the Lease or the Premises, (b) sublet the whole all or any part of the Premises or any right or privilege appurtenant to the Premises, or (c) permit any other party to occupy or use all or any part of the Premises (collectively, a "Transfer"), without the prior written consent of Landlord, which consent will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. Further, Tenant hereby agrees that Tenant shall remain primarily liable and responsible under not sublease any portion of the Premises (excluding the Original Initial Premises) to another tenant in the Building. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord's consent (i) to any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the sale of all or substantially all of the assets of Tenant; (iv) in connection with a sublease which has a term (including any renewal, option or extension term(s)) of less than eighteen (18) months; (v) in connection with a sublease of less than twenty-five thousand (25,000) square feet of Rentable Area to an entity with whom Tenant has a contractual relationship such that the sublease is for the convenience of Tenant's business operations in the event Premises; or (vi) in connection with a sublease to an entity to whom Tenant has sold a discrete, identified business unit of any Tenant or an Affiliate of Tenant. If Tenant elects to so sublease or assign this Lease, Tenant shall notify Landlord in writing within fifteen (15) days after Tenant's transfer and shall provide to Landlord evidence in writing that such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty complies with one or more of the Lease by Air Industries Group be terminated or releasedcriteria set forth above. Any assignment of this Lease or subletting sublease pursuant to terms of clauses (i), (ii) or (iii) above only, but not (iv), (v) or (vi) above, shall be hereafter known as an "Affiliated Transfer" and any assignment of this Lease or sublease pursuant to the terms of any of the provisions of (i), (ii), (iii), (iv), (v) or (vi) above in this paragraph shall be hereafter known as a "Permitted Transfer". No such assignment, sublease or transfer, however, shall release Tenant from any covenant, liability or obligation under this Lease. In the event Landlord shall not withhold its approval of the proposed transfer in writing and with specific reasons for said withholding of approval within fifteen (15) days after receipt of Tenant's written request, including receipt of all information required to be furnished by Tenant hereunder, such approval shall be deemed to be given. Notwithstanding anything to the contrary, Landlord agrees and acknowledges that Tenant may, from time to time, sublease various portions of the Premises without notification to U.S. Bank National Association and/or U.S. Bancorp and consent by Landlord that any and all such subleases shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable deemed an Affiliated Transfer for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption purposes of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

Assignment and Subletting by Tenant. 4.16.1 Tenant may shall not assign its interest in have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without the prior first obtaining Landlord's consent of Landlord, which consent will shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable and responsible for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord, in the event of addition to any other remedies provided in this Lease or by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as apply such rents against any sums due to Landlord from Tenant under this Lease, and Landlord no such collection shall not be bound therebyconstrued to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Tenant agrees that it shall not be unreasonable for makes an absolute assignment to Landlord of such assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to secure the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all performance of the obligations of Tenant under this Lease, Landlord, at its sole discretion, reserves the right to recapture the Premises in lieu of approving a sublease except that Landlord shall not have the right to recapture the Premises if the sublease is for less than all of the remaining term or for less than all of the space in the Premises and, if Landlord does recapture the Premises, than Tenant shall be fully and finally relieved of all obligations arising thereafter under this lease. 4.16.2 In the event Tenant desires to assign this Lease from or to sublet all or any portion of the Premises, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant's or assignee's business to be conducted on the Premises, the rental rate, and after any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a certified public accountant and by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof satisfactory to Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter) in compliance with the terms of this Lease; and (c) a copy of the proposed sublease or assignment or letter of intent. At the same time that Tenant provides Landlord with notice of its desire to assign or sublease, Tenant shall pay to Landlord the sum of $750 $500 as Landlord's fee for processing such proposed assignment and sublease, including attorneys' fees incurred by Landlord with respect to such processing. Receipt of such fee shall not obligate Landlord to approve the proposed assignment or sublease. 4.16.3 In determining whether to grant or withhold consent to a proposed assignment or sublease, Landlord may consider, and weigh, any commercial factor it reasonably deems relevant. Without limiting what may be construed as a factor considered by Landlord in good faith, Tenant agrees that any one or more of the following will be proper grounds for Landlord's disapproval of a proposed assignment or sublease: (a) intentionally deleted; (b) The proposed assignee or subtenant does not, in Landlord's good faith judgment, have financial worth or creditworthiness equal to or greater than that of Tenant as of the execution date of assignmentthis Lease or sufficient financial worth to insure the full and timely performance under this Lease; (c) Tenant Landlord has received insufficient evidence of the financial worth or Proposed Assignee shall fail to pay to Landlord a processing fee creditworthiness of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet assignee or assignment of this leasesubtenant to make the determination set forth in clause (b); (d) Tenant shall fail The proposed assignee or subtenant has a demonstrable reputation for disputes in contractual relations, failure to furnish Landlord with observe and perform its contractual obligations in a true timely and correct copy complete manner or for negative business relations in the business community for or otherwise as a tenant of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of sameproperty; (e) The Proposed Assignee is not solvent Landlord has received from any prior lessor of the proposed assignee or is generally held in disreputesubtenant a negative written report concerning such prior lessor's experience with the proposed assignee or subtenant; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation Landlord has had prior negative leasing experience with the proposed assignee or other entity which is a direct or indirect subsidiary of Guarantor.subtenant; (g) Without consent of Landlord Tenant may assign this Lease or the holders The use of the equity interests of Tenant may sell Premises by the proposed assignee or assign such interests to a third party which acquires all or substantially all of subtenant will not be identical with the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent companyPermitted Uses; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability permitted under this Lease or Guaranty.current land