Common use of Assignment or Sublease Clause in Contracts

Assignment or Sublease. Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.

Assignment or Sublease. Lessee may not In the event Tenant shall desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or transfer sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any interest therein, sublease any interest covered portion of the Leased Premises in excess of the rent due Landlord by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease Tenant on such space hereunder shall be effective payable as against Lessor for additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any purpose unless Lessor shall have consented thereto such proceeds to Landlord. If Landlord should fail to notify Tenant in writing prior to of such assignmentelection within said thirty (30) day period, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed to include their respective heirs, successors, assigns, transferees and sublesseeshave elected option (i) above. The terms, conditions and covenants contained in No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Agreement shall apply to, inure Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole sublease or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseeassignment.

Assignment or Sublease. Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose purpose, unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfersell, sublease, transfer or encumber or hypothecate this Agreement or any interest therein and each and every attempt to sublease any interest covered hereby in a manner contrary to that set forth herein in this paragraph may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease sublet by Lessee or by Lessee's heirs, successors, assigns, transfers transferees or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and or sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirslegal representatives, successors. , assigns, transferees and sublessees. Nothing contained herein Lessor shall limit Lessor's have the right to transfer and/or assign in any manner whatsoeverand assign, in whole or in part, all of its rights and obligations hereunder and in the Site, Site and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.

Assignment or Sublease. Lessee may Tenant shall not assign assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or any interest therein, nor sublease the whole or any interest covered by part of the Leased Premises, nor shall this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer or sublease shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be effective as against Lessor for deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any purpose unless Lessor shall have consented thereto in writing prior to such assignmentcorporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or sublease other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and unless all sums due from Lessee, together with (v) a change in control in any costs to Lessor to cover reasonable legal and other expenses partnership tenant. The acceptance by Landlord of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee amounts following any transaction prohibited hereunder shall not be deemed to be a waiver consent by Lessor of Landlord nor shall the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall same be deemed to include their respective heirsbe a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, successorssubleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, assignssubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, transferees and sublessees. The terms, conditions and covenants contained in this Agreement Landlord shall apply to, inure to have the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site terminate this Lease with respect to Lesseethat portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. Lessee may Tenant shall not assign or transfer encumber its interest in this Agreement Lease or any interest therein, portion of the Premises or sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement all or any interest therein part of the Premises or allow any other person or entity (except Tenant’s authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the Premises without the prior written consent of Lessorfirst obtaining Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. No In addition to any other reasonable grounds upon which Landlord may withhold its consent, Landlord shall be deemed reasonable in withholding its consent if it determines in its sole discretion that: (i) the financial net worth of the proposed assignee or sublessee is not equal to or greater than Tenant’s financial net worth as of the date of this Lease as increased by the increase in the Consumer Price Index — Urban Wage Earners and Clerical Workers (San Francisco — Oakland — San Jose, CA) all items, (base years 1982 — 1984 = 100), if any, between the date of this Lease and the date of the assignment or sublease; (ii) the intended uses of the Premises by the proposed assignee or sublessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of types or amounts of Hazardous Materials in, on or about the Premises materially greater or materially more hazardous than those used or generated by Xxxxxx and initially permitted hereunder; or (iii) the proposed assignee or sublessee is a tenant of Landlord or has negotiated to be a tenant of Landlord any time in the six (6) months just preceding Tenant’s request for Xxxxxxxx’s consent. Any assignment, transfer encumbrance or sublease without Landlord’s written consent shall be effective as against Lessor voidable and at Landlord’s election, shall constitute a Default hereunder. Landlord’s waiver or consent to any assignment or subletting shall not relieve Tenant or any assignee or sublessee from any obligation under this Lease whether or not accrued. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at Least 50% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 50% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations, the stock of which is traded in a public exchange. If Landlord shall consent to any purpose unless Lessor shall have consented thereto in writing prior assignment or sublease of this Lease, fifty percent (50%) of all rent and other consideration payable to or for the benefit of the Tenant from its assignees or subtenants (excluding commercially reasonable amounts paid for goods and services Tenant provided to such assignmentassignee or sublessee) in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, transfer or sublease as and unless all when such sums are due from Lesseeand payable and actually paid (“Bonus Rent”), together with provided that before any such Bonus Rent is paid to Landlord, Tenant shall be permitted to deduct therefrom its actual out-of-pocket costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignmentassignment or subletting associated with any real estate fees or commissions, transfer attorneys fees and with the construction of any improvements or alterations for such sublessee or assignee. If Tenant requests Xxxxxxxx’s consent to an assignment or sublease, Tenant shall submit to Landlord, in writing, the name of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and all other material terms and conditions of the proposed assignment or sublease, including, without limitation, evidence satisfactory to Landlord that the proposed assignee or subtenant satisfies the financial criteria set forth in the first paragraph of this Paragraph 19, thirty (30) days prior to the proposed effective date of such assignment or sublease. Tenant shall also submit to Landlord a processing fee of One Thousand Dollars ($1,000.00) as a condition to Landlord reviewing Tenant’s proposed assignment or subletting materials. Landlord shall within fifteen (15) days after Xxxxxxxx’s receipt of such written request and information either (i) consent to or refuse to consent to such assignment or sublease in writing (but no such consent to an assignment or sublease shall relieve Tenant or any guarantor of Tenant’s obligations under this Lease of any liability hereunder), (ii) in the event of a proposed assignment of this Lease or a proposed sublease of the entire Premises for the entire remaining Term of this Lease, terminate this Lease effective the first to occur of ninety (90) days following written notice of such termination or the date that the proposed assignment or proposed sublease would have come into effect. If Landlord should fail to notify Tenant in writing of its decision within such thirty (30) day period after the later of the date Landlord is notified in writing of the proposed assignment or sublease or the date Landlord has received all required information concerning the proposed assignee or subtenant and the proposed assignment or sublease, Landlord shall be deemed to have refused to consent to such assignment or sublease, and to have elected to keep this Lease in full force and effect. If Tenant requests Xxxxxxxx’s consent to any such assignment or sublease, the assignment shall be on a form approved by Landlord, and Tenant shall pay Landlord, whether or not consent is ultimately given, any reasonable attorneys’ fees and other costs incurred in connection with the preparation, review and/or approval of such documentation, not exceed $2,500.00 per request. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including, without limitation, the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or execution is levied on this Lease; or (c) If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a Default by Tenant and Landlord shall have been paid the right to Lessorelect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. Each and every attempt to assignNo assignment or subletting, transfer, sublease, encumber occupancy or hypothecate this Agreement collection of rent from any proposed assignee or any interest therein in a manner contrary to that set forth herein may sublessee shall be deemed a default waiver on the part of Landlord, or the acceptance of the applicable assignee or sublessee, as applicable, as Tenant, and no such assignment or subletting shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay rent and to perform all other obligations to be performed by Lessee Tenant hereunder. Lessor's consent In the event of a Default by Tenant, Landlord may require that any assignee or sublessee remit directly to Landlord on a monthly basis, all monies due Tenant by said assignee or sublessee, and each sublease shall provide that if Xxxxxxxx gives said sublessee written notice that Tenant is in Default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in Default under this Lease. Consent by Landlord to one assignment, transfer assignment or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee subletting shall not be deemed a waiver consent to any subsequent assignment or subletting. In the event of default by Lessor any assignee or sublessee of Tenant or any successor of Tenant in the performance of any of the restrictions terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or sublessee or successor. Landlord may consent to subsequent assignments of this paragraph as Lease or sublettings or amendments or modifications to subsequent attempts to assignthis Lease with assignees of Tenant, transfer without notifying Tenant, or sublease by Lessee any successor of Tenant, and without obtaining its or Lessee's heirs, successors, assigns, transfers or sublesseestheir consent thereto and any such actions shall not relieve Tenant of liability under this Lease. As used herein, Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 1995.310. Notwithstanding the terms Lessor and Lessee shall be deemed to include their respective heirsof this Paragraph 19, successorsTenant may (1) effect an assignment or subletting, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign without Landlord’s consent or any participation by Landlord in any manner whatsoeverBonus Rent, in whole to any parent, subsidiary or in partaffiliate entity which controls, is controlled by, or is under common control with, Tenant, or to any entity resulting from a merger or consolidation of Tenant, or to any person or entity which acquires all or substantially all of its rights and the assets of Tenant’s business as a going concern (a “Permitted Transferee”), provided that (a) Tenant delivers to Landlord, at least thirty (30) days prior to such transfer, written notice of same, (b) the assignee (if applicable) assumes in full the obligations hereunder and in of Tenant under this Lease arising after the Siteeffective date of the transfer, (c) Tenant remains fully liable under this Lease, and (d) the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord, and/or (2) effect a sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of 50% or more of the value of the assets of Tenant, without Landlord’s consent, provided that (a) Tenant delivers to Landlord, at least thirty (30) days prior to such event Lessor shall be released from any further obligations hereunder sale or other transfer, written notice of same, and (b) such buyer or transferee of a controlling percentage of the successor-in-interest capital stock of Lessor shall have all Tenant or of 50% or more of the rights value of the assets of Tenant has, both prior to and obligations hereunder immediately following the acquisition of Tenant’s stock and/or assets, as applicable, a tangible net worth of at least Two Hundred Fifty Million and in the Site with respect to LesseeNo/100 Dollars ($250,000,000), as shown on its most recently published, audited financial statement (or, if no such statement exists, as certified by its chief financial officer).

Assignment or Sublease. Lessee may not assign 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or transfer encumber this Agreement Lease or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement and shall not sublet the said Demised Premises or any interest therein part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of Lessor, which consent shall not be unreasonably withheldLandlord. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's A consent to one assignment, transfer subletting, occupation or sublease use by Lessee or acceptance of performance from an assignee, transferee or sublessee any other person shall not be deemed to be a waiver consent to any subsequent assignment, subletting, occupation or use by Lessor another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the restrictions Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph as unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublesseesmake an informed judgment. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of Tenant acknowledges that its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site sole remedy with respect to Lesseeany assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns. 17.2 Notwithstanding the foregoing in Section 17.1, no Landlord consent shall be required: (a) for subleases or assignments to affiliates or subsidiaries of the Tenant or becomes a publicly traded entity on a United States stock exchange, provided that Tenant shall provide Landlord with thirty (30) days advanced notice with sufficient information to confirm that: (i) there shall be no change in the permitted use of the Demised Premises, (ii) Tenant shall remain liable jointly and severally with the assignee/subleasee for payment and performance of all Tenant obligations under this Lease, (iii) the proposed assignment/sublease shall not impair Landlord’s security, and (iv) the proposed assignee or subtenant shall not introduce any new Hazardous Substances onto Demised Premises in violation of applicable laws which is inconsistent with the existing operations of Tenant at the Demised Premises; (b) for any transfer or assignment to any successor to Tenant by purchase, merger, consolidation or reorganization; and (c) if Tenant becomes a publicly traded entity on a United States stock exchange.

Assignment or Sublease. 16. Lessee may not covenants and agrees with Lessor that in the event Lessee should desire to assign this Lease or transfer this Agreement sublet the Leased Premises or any interest thereinpart thereof, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise Lessee shall give as security this Agreement or any interest therein without Lessor written notice of such desire at least sixty (60) days in advance of the prior written consent of Lessor, date on which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior Lessee desires to make such assignment, transfer assignment or sublease and unless all sums due from naming the intended assignee or sublessee. In no event will Lessee attempt to assign the Lease or sublease the Premises or any portion thereof to any bank, financial services company, insurance company or similar entity which would be competitive with the businesses engaged in by BB&T or any of its subsidiaries or affiliates. Lessor shall then have a period of thirty (30) days following receipt of such notice within which to notify Lessee in writing that Lessor elects, in its sole and absolute discretion, one of the following: (1) to terminate this Lease as to the space so affected as of the date so specified by Lessee, together with any costs in which event Lessee will be relieved of all further obligation hereunder as to such space, or (2) to permit Lessee to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Lessor, or (3) to refuse to consent to Lessee's assignment or subleasing such space and to continue this Lease in full force and effect as to the entire Leased Premises. If Lessor should fail to cover reasonable legal and other expenses notify Lessee in writing of such election within said thirty (30) day period, Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed to have elected option (3) above. For purposes of this Lease, a default merger between Lessee and another party or the transfer of substantially all of the assets of Lessee to another party shall constitute an assignment. No assignment or subletting by Lessee hereundershall relieve Lessee of any obligation under this Lease. Lessor's consent to one assignment, transfer Any attempted assignment or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor in violation of the restrictions terms and covenants of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Paragraph 16 shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseevoid.

Assignment or Sublease. Lessee may not assign 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or transfer encumber this Agreement Lease or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement and shall not sublet the said Demised Premises or any interest therein part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of Lessor, which consent shall not be unreasonably withheldLandlord. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's A consent to one assignment, transfer subletting, occupation or sublease use by Lessee or acceptance of performance from an assignee, transferee or sublessee any other person shall not be deemed to be a waiver consent to any subsequent assignment, subletting, occupation or use by Lessor another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any such assignment or subletting without such consent shall be void, and shall, at the option of the restrictions Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph as unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublesseesmake an informed judgment. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of Tenant acknowledges that its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site sole remedy with respect to Lesseeany assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns. 17.2 Notwithstanding the foregoing in Section 17.1, no Landlord consent shall be required: (a) for subleases or assignments to affiliates or subsidiaries of the Tenant or becomes a publicly traded entity on a United States stock exchange, provided that Tenant shall provide Landlord with thirty (30) days advanced notice with sufficient information to confirm that: (i) there shall be no change in the permitted use of the Demised Premises, (ii) Tenant shall remain liable jointly and severally with the assignee/subleasee for payment and performance of all Tenant obligations under this Lease, (iii) the proposed assignment/sublease shall not impair Landlord’s security, and (iv) the proposed assignee or subtenant shall not introduce any new Hazardous Substances onto Demised Premises in violation of applicable laws which is inconsistent with the existing operations of Tenant at the Demised Premises; (b) for any transfer or assignment to any successor to Tenant by purchase, merger, consolidation or reorganization; and (c) if Tenant becomes a publicly traded entity on a United States stock exchange.

Assignment or Sublease. Lessee may not In the event Tenant should desire to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord at least sixty (60) days prior written notice, which shall specify the terms and effective date thereof. Landlord shall have thirty (30) days following receipt of such notice to notify Tenant in writing that Landlord elects (a) to terminate this Lease as to the space so affected as of the effective date specified by Tenant in which event Tenant will be relieved on such effective date of all further obligation hereunder as to such space, (b) to permit Tenant to assign or transfer this Agreement sublet such space, subject, however, to subsequent written approval of the proposed assignee or any interest thereinsublessee by Landlord, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written (c) to refuse to consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior (with reasonable cause only) to such assignment, transfer Tenant’s proposed assignment or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal continue this Lease in full force and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph effect as to subsequent attempts the entire Premises. If Landlord should fail to assignnotify Tenant in writing of such election within such thirty (30) day period, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed to include their respective heirs, successors, assigns, transferees and sublesseeshave elected the option in Section 31(b) hereof. The terms, conditions No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and covenants contained in of this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor Section 31 shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseevoid.

Assignment or Sublease. Lessee may shall have the right to transfer and assign, in whole or in part, its rights and obligations in the building and property that are the subject of this Lease with the following exceptions (unacceptable businesses are automotive repair, restaurant, paint and body shop, private club, high personnel usage business or business in Lessor's sole opinion not compatible with the business complex). Lessee shall not assign this Lease or transfer this Agreement sublet all or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein part of the Leased Premises without the prior written consent of Lessor, Lessor which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignmentthe option, transfer or sublease and unless all sums due upon receipt from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses Lessee of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. written request for Lessor's consent to one subletting or assignment, transfer to cancel this Lease as of the date the requested subletting or sublease assignment is to be effective. The option shall be exercised, if at all, within fifteen (15) days following Lessor's receipt of written notice by delivery to Lessee of written notice of Lessor's intention to exercise the option. In the event of any assignment or acceptance subletting, Lessee shall nevertheless at all times, remain fully responsible and liable for the payment of performance the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an "event of default" as defined below, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from an assigneethe assignee or subtenant all rents becoming due to Lessee by reason of the assignment or sublease, transferee and Lessor shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Lessor from the assignee or sublessee subtenant shall not be deemed construed to constitute a waiver by Lessor notation or a release of Lessee from the restrictions further performance of obligations under this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeLease.

Assignment or Sublease. In the event Lessee may not should desire to assign this lease or transfer this Agreement sublet the Premises or any interest thereinpart thereof, sublease any interest covered Lessee agrees to give Lessor written notice of such desire (and the proposed effective date thereof) at least thirty (30) days in advance of the date on which Lessee desires to make such assignment or sublease. Lessor shall then have a period of fifteen (15) days following receipt of such notice within which to notify Lessee in writing that Lessor elects either (i) to terminate this lease as to the space so affected as of the date so specified by Lessee in which event Lessee will be relieved of all further obligation hereunder as to such space, or (ii) to permit Lessee to assign this Agreement lease or encumbersublet such space, hypothecate subject, however, to written approval of the proposed assignee or otherwise give as security this Agreement or any interest therein without the prior written consent of sublessee by Lessor, which and further subject to the requirement that Lessee enter into written agreements with Lessor, and with Assignee or Sublessee, that any profit realized by Lessee as a result of such assignment or sublease (meaning the consideration agreed upon between Lessee and Assignee or the difference between the rental rate agreed upon between Lessee and Sublessee and the rent then required to be paid under this lease multiplied by the number of months in the term of the sublease, shall, to the extent such profit is immediate, be due and payable by Lessee to Lessor upon the execution of an assignment or sublease, and, to the extent such profit is deferred, be payable to Lessor by Assignee or Sublessee as it accrues. , or (iii) to refuse to consent to Lessee’s assignment of this lease or sublease of such space and to continue this lease in full force and effect as to the entire Premises. If Lessor should fail to notify Lessee in writing of such election within the stated fifteen (15) day period, Lessor shall not be unreasonably withhelddeemed to have elected option (iii) above. No assignment, transfer consent by Lessor to any assignment or sublease shall be effective as against Lessor for deemed to be consent to a use not permitted under this lease, to any purpose unless Lessor shall have consented thereto act in writing prior violation of this lease, or to such assignment, transfer any other or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer subsequent assignment or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer no assignment or sublease by Lessee or acceptance shall relieve Lessee of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of any obligation under this paragraph as to subsequent attempts to assign, transfer lease. Any attempted assignment or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, in violation of the terms Lessor and Lessee covenants of Section 18 shall be deemed to include their respective heirsvoid. For the purposes of this Lease, successorswhere Lessor’s consent is required, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole Lessor will not unreasonably withhold or in part, all of its rights and obligations hereunder and in the Site, and in delay such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.consent

Assignment or Sublease. Lessee may not In the event Tenant desires to assign or transfer this Agreement Lease or any interest thereinincluding, sublease any interest covered by this Agreement without limitation, a pledge, mortgage or encumberother hypothecation, hypothecate or otherwise give as security this Agreement sublet the Premises or any part thereof, Tenant shall deliver to landlord executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any additional information as reasonably required to determine whether it will consent to the proposed assignment/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) business days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space, (ii) to permit Tenant to assign or sublet such space to the named assign subtenant on the terms and conditions set forth in the notice. If Landlord should fail to notify Tenant in writing of such election within said ten (10) business days period, Landlord shall be deemed to have elected option (ii) above. Any rent or other economic consideration realized by Tenant under any such sublease and assignment in excess of the Base Rental and Additional Rental payable hereunder (including an allocation of the purchase price attributable to Tenant's Leasehold interest therein without in the prior written event of a sale of the Tenant's business), after the net unamortized cost of the Tenant Extra Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs, shall be delivered and paid fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. The above provisions relating to Landlord's right to terminate the lease and relating to the allocation of bonus rent are independently negotiated terms of the Lease, constitute a material inducement for the Landlord to enter into the Lease, and are agreed as between the parties to be commercially reasonable. No assignment or subletting by Tenant shall relive Tenant of any obligation under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the amount and Tenants allocable share of all other costs and charges shall be adjusted, If Landlord does not exercise its option to terminate this Lease, Landlord's consent of Lessor, (which consent must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld. No assignmentwithheld or delayed, transfer provided and upon condition that: (a) In Landlord's reasonable judgement, the proposed assignee or subtenant is engaged in such a business, and the Premises, or the relevant part thereof, will be used in such a manner, that: (i) is limited to the use expressly permitted under this Lease; and (ii) will not violate any negative covenant as to use contained in any other lease of space in the Building; (b) The proposed assignee or subtenant is a company with sufficient financial worth and management ability similar to that of the Tenant at the commencement of the Lease to undertake the responsibility involved, and Landlord has been furnished with reasonable proof thereof or the Tenant takes responsibility for the proposed assignee or subtenant in the case of default of the said subtenant or assignee; (c) Neither (i) the proposed assignee or subtenant nor (ii) any person that, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant or any person who controls the proposed assignee or subtenant, is then an occupant of any part of the Building or Project of which the Premises are part; (d) The proposed sublease shall be effective as against Lessor in form reasonably satisfactory to Landlord; (e) There shall not be more than two (2) subtenants of the Premises at any one time; (f) Tenant shall reimburse Landlord on demand for any purpose costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent in no case to be greater than One Thousand and No/100 Dollars ($1,000.00); and (g) Tenant shall not have: (i) advertised or publicized in any way the availability of the Premises without prior notice to, and approval by, Landlord. Any assignment or transfer shall be made only if and shall not be effective until the assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, whereby the assignee shall assume all of the obligations of this Lease on the part of Tenant to be performed or observed and shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such sublease or assignment and the acceptance of rent or additional rent by Landlord from any subtenant or assignee, Tenant shall and will remain fully liable for the payment of the rent and additional rent due, and to become due In the event of Tenant's default, Tenant hereby assigns all rents due from any assignment or subletting to Landlord as security for performance of its obligations under this Lease and Landlord may collect such rents as Tenants Attorney-in-Fact, except that Tenant may collect such rents unless Lessor a default occurs as described in Paragraph 24 above. The termination of this Lease due to Tenant's default shall have consented thereto not automatically terminate any assignment or sublease then in writing existence. At the election of Landlord, the assignee or subtenant shall attorney to Landlord and Landlord shall undertake the obligations of the Tenant under the sublease or assignment; provided the Landlord shall not be liable for prepaid rent security deposits or other defaults of the Tenant to the subtenant or assignee. If Tenant is a corporation or partnership, all the above provisions shall apply to a transfer (by one or more transfers) of a majority of the stock of the corporation or the majority of ownership or control of the partnership, as if such transfer were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation or partnership that controls, is controlled by, or is under common control with Tenant, provided that, in any of such events: (i) the successor to Tenant has a net worth, computed in accordance with generally accepted accounting principles, at least equal to the greater of (x) the net worth of Tenant immediately prior to such assignment, transfer or sublease (y) the net worth of Tenant herein named on the date of this Lease; and unless all sums due from Lessee, together with any costs (ii) proof satisfactory to Lessor to cover reasonable legal and other expenses Landlord of Lessor in connection with such assignment, transfer or sublease, net worth shall have been paid delivered to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure Landlord at least ten (10) days prior to the benefit effective date of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseetransaction.

Assignment or Sublease. Lessee may not In the event Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereof, Tenant shall give Landlord at least thirty (30) days prior notice, which shall specify the terms and effective date thereof. Landlord shall have fifteen (15) days following receipt of such notice to notify Tenant in writing that Landlord elects (a) to terminate this Lease as to the space so affected as of the effective date specified by Tenant in which event Tenant will be relieved on such effective date of all further obligation hereunder as to such space, (b) to permit Tenant to assign or transfer this Agreement sublet such space, subject, however, to subsequent written approval of the proposed assignee or any interest thereinsublessee by Landlord, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written (c) to refuse to consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior (with reasonable cause only) to such assignment, transfer Tenant’s proposed assignment or sublease and unless all sums due from Lesseeto continue this Lease in full force and effect as to the entire Leased Premises, together with any costs Tenant agrees to Lessor to cover reasonable legal reimburse Landlord for attorneys’ fees and other expenses of Lessor incurred by it in connection with its review of such assignment, transfer assignment or sublease. If Landlord should fail to notify Tenant in writing of such election within such fifteen (15) day period, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed to include their respective heirshave elected option (b) above. If Landlord elects to exercise option (b) above, successorsTenant agrees to provide, assignsat its expense, transferees and sublesseesdirect access from the assignment or sublease space to a public corridor of the Building as well as any additional fire-safing required by applicable building codes. The terms, conditions No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and covenants contained in of this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor paragraph shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseevoid.

Assignment or Sublease. Lessee may Tenant shall not assign this Lease or transfer this Agreement sublet the whole or any interest thereinpart of the Premises (each, sublease a “Transfer” and any interest covered by this Agreement assignee or encumbersublessee, hypothecate or otherwise give as security this Agreement or any interest therein a “Transferee”) without the Landlord’s prior written consent of Lessor, which consent shall not be unreasonably withheld. To assist Landlord in determining whether to consent to a Transfer, Tenant shall submit the following to Landlord as well as any other information reasonably requested by Landlord, (i) the name, legal entity and jurisdiction of the Transferee; (ii) a description of the proposed use of the Premises; (iii) the terms of the proposed Transfer; (iv) current financial statements and the most recent filed federal income tax return of the proposed Transferee; and (v) the proposed Transfer documents. No assignment, transfer or sublease Transfer shall affect the liability of Tenant under this Lease and Tenant and any Transferee shall be effective liable to Landlord for performance of Tenant’s obligations under this Lease. Consent to any Transfer shall not operate as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses a waiver of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in the necessity of a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignmentany subsequent Transfer. Notwithstanding the provisions of this Section, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee Tenant shall not be deemed a waiver by Lessor required to obtain Landlord’s consent to any of the restrictions following Transfers to related entities so long as Tenant complies with the provisions of this paragraph as paragraph: Transfers to subsequent attempts Tenant’s parent entity(ies), any subsidiary of Tenant, or an affiliate commonly controlled by Tenant or Tenant’s parent (“Affiliates”). In order for the Transfer to assignbe effective, transfer or sublease prior to any such Transfer, Tenant must provide to Landlord a notice of the Transfer containing the full legal name and notice address of the Transferee and its relationship to Tenant, and within 10 days after the Transfer is effective, Tenant must give notice of the effective date to Landlord along with a copy of the Transfer document and, if the Transfer is an assignment, an acknowledgement by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all assignee of its rights and assumption of the Tenant’s obligations hereunder and in under the Site, and in such event Lessor Lease. Tenant shall be released from also provide any further obligations hereunder evidence reasonably requested by Landlord to prove the relationship between Tenant and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseetransferee.

Assignment or Sublease. Lessee may Except as expressly permitted under Sections 20.3 or 20.4 hereof, Tenant shall not assign or transfer this Agreement or do any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein of the following without the prior written consent of LessorLandlord: (i) assign, which either directly or indirectly (including an assignment of Tenant’s rights hereunder occurring by merger, conversion, whether occurring directly or indirectly, or by other operation of law), sublease or delegate all or any portion of Tenant’s rights or obligations under or in respect to the leasehold estate created under this Lease, and/or (ii) permit the use of all or any part of the Leased Property by any persons other than Tenant, its agents, employees and invitees, or its Affiliates and their respective agents, employees and invitees. In no event shall any assignee or subtenant use the Leased Property for any purpose other than that permitted in Article 5.3 of this Lease without Landlord’s consent, and in no event may Leased Property be used for a Prohibited Use. In the event Tenant desires to make an assignment or enter into a sublease, Tenant shall deliver prior written notice thereof and thereafter Landlord shall provide Tenant with written information or any prohibited or limited uses of the Leased Property to any assignee or sublessee. Tenant acknowledges that making any assignment or sublease without Landlord’s prior written consent shall be void, except as set forth in Sections 20.3 or 20.4, and if Tenant makes any assignment or sublease without such consent. Landlord shall have the right (but not the obligation) at anytime to declare an Event of Default hereunder. Except as to a Permitted Assignment set forth in Sections 20.3 or 20.4 hereof, Landlord may require, as a condition precedent to consenting to any assignment or sublease, that (a) the assignee establishes to Landlord’s reasonable satisfaction such assignee’s financial ability to consistently perform the terms and obligations of this Lease, (b) the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be and become jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such assignment and assumption or sublease, duly executed by Tenant and such assignee or sublessee, as appropriate, shall be delivered promptly to Landlord, and (d) Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder. In the event Tenant desires to make a assignment or sublease that requires Landlord’s consent, Landlord’s consent shall not be unreasonably or arbitrarily withheld. No assignment, transfer conditioned or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseedelayed.

Assignment or Sublease. Lessor shall have the right to transfer and assign, in whole or in part, its rights and obligations in the Building and property that are the subject of this Lease. Lessee may shall not assign this Lease, or transfer this Agreement allow it to be assigned, in whole or in part by operation of law or otherwise, or mortgage or pledge the same, or sublet the Leased Premises, or any interest thereinpart thereof, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which such consent shall not to be unreasonably withheldwithhold if Permitted Use remains the same, and in no event shall any such assignment or sublease ever release Lessee from any obligation or liability hereunder. No assignment, transfer assignee or sublease shall be effective as against Lessor for Sublessee of the Leased Premises or any purpose unless portion thereof may assign or sublet the Leased Premises or any portion thereof. Lessor shall have consented thereto in writing prior to such assignmentthe option, transfer or sublease and unless all sums due upon receipt from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses Lessee of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. written request for Lessor's consent to one subletting or assignment, transfer to cancel this Lease as of the date the requested subletting or assignment is to be effective. The option shall be exercised, if at all, within thirty (30) days following Lessor's receipt of written notice by delivery to Lessee of written notice of Lessor's intention to exercise the option. Upon the occurrence of any "event of default" as defined below, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subLessee all rents becoming due to Lessee by reason of the assignment or sublease and Lessor shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Lessee Lessor from the assignee or acceptance of performance from an assignee, transferee or sublessee subLessee shall not be deemed construed to constitute a waiver by Lessor release of Lessee from the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all further performance of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseeunder this Lease.

Assignment or Sublease. Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent (a) Tenant shall not be unreasonably withheld. No assignment, transfer voluntarily or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses by operation of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to law assign, transfer or encumber (collectively "Assign") or sublet all or any part of Tenant's interest in this Lease or in the Leased Premises without Landlord's prior written consent given under and subject to the terms of this Section 5.06. Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant agree as follows, Tenant may assign this Lease or sublet the Leased Premises, or any portion thereof, without Landlord's consent and without being subjected to Section 5.06(c) or (e) below (but with prior written notice to Landlord as discussed below): (i) an entity controlling, controlled by or under common control with Tenant, (ii) a successor entity related to Tenant by merger, consolidation, reorganization or government action, or (iii) a purchaser of substantially all of Tenant's assets located in the Leased Premises. (b) If Tenant desires to Assign this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such intent. Tenant's notice shall specify the date the proposed assignment or sublease would be effective and be accompanied by Lessee information pertinent to Landlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or Lessee's heirssubtenant, successorsincluding, assignswithout limitation, transfers or sublessees. As used hereinits name, business and financial condition, financial details of the proposed transfer, the terms Lessor intended use (including any modification) of the Leased Premises, and Lessee exact copies of all of the proposed agreement(s) between Tenant and the proposed assignee or subtenant. Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested (within ten (10) days after receiving Tenant's notice) by Xxxxxxxx, and (ii) an opportunity to meet and interview the proposed assignee or subtenant, if requested by Landlord. (c) Landlord shall have a period of ten (10) business days following such interview and receipt of such additional information (or fifteen (15) business days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (i) to terminate this Lease as to the space so affected as of the effective date specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, or (ii) to permit Tenant to Assign this Lease or sublet such space, subject, however, to prior written approval of the proposed assignee or sublessee by Landlord, such consent not to be unreasonably withheld so long as the use of the Leased Premises by such proposed assignee or sublessee would be a Permitted Use (unless otherwise approved by Landlord), the proposed assignee or sublessee is of sound financial condition as determined by Landlord in its reasonable discretion, the proposed assignee executes such reasonable assumption documentation as Landlord shall require, and the proposed assignee or sublessee is not already a tenant in the Building. Notwithstanding the foregoing, if Landlord elects option (i) above, Tenant may elect to withdraw Tenant's request to sublet or assign such portion of the Leased Premises by written notice to Landlord given on or before the date which is five (5) business days following Xxxxxxxx's notice to Tenant of its intent to recapture such space. Upon such notice by Xxxxxx, Xxxxxxxx's election to recapture the subject space in that instance shall be null and void and Tenant shall retain possession of such subject space. If Landlord fails to notify Tenant in writing of such election within said period, Landlord shall be deemed to include their respective heirshave waived option (i) above, successorsbut written approval by Landlord of the proposed assignee or sublessee shall still be required. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Lease. (d) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, assignsTenant shall pay Landlord a processing fee of $250.00 and shall reimburse Landlord for Landlord's reasonable attorneys' fees incurred in connection therewith not to exceed $1,000. All such fees shall be deemed Additional Rent under this Lease. (e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of the Rent payable hereunder, transferees after recovery of the reasonable cost of Tenant Extra Improvements for which Xxxxxx has paid and sublessees. The termsreasonable subletting and assignment costs, conditions including without limitation any broker's commissions, attorneys' fees and covenants contained remodeling fees shall be divided and paid as follows: forty percent (40%) to Tenant and sixty percent (60%) to Landlord. (f) In any event in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's which Landlord has no right to transfer and/or assign in recapture, Tenant shall diligently seek to obtain not less than fair market rent for the space to sublet. In any manner whatsoever, assignment of this Lease in whole or in part, all Tenant shall seek to obtain from the assignee consideration reflecting a value of its rights not less than fair market rent for the space subject to such assignment. (g) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Xxxxxxxx may consent to subsequent assignments and obligations hereunder sublettings of the Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Lease or sublease and without obtaining their consent. Such action shall not relieve Tenant or any such other party from liability under this Lease or a sublease. (h) No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. In the event of default by an assignee or subtenant of Tenant or any successor of Xxxxxx in the Siteperformance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any assignment or subletting which conflicts with the provisions hereof shall be void and, at Landlord's option, shall constitute a default under this Lease. (i) Notwithstanding any other provision of this Section 5.06 (other than Subsection 5.06(i)), Tenant shall have the right to sublease up to 15,896 square feet of space within the Leased Premises for a sublease term that does not exceed the first twenty-four (24) months following the Term Commencement Date, and in such event Lessor Tenant shall be released allowed to keep any excess rent derived from any further obligations hereunder such sublease and Landlord shall not have the successorright to recapture the subleased premises during such initial twenty-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseefour (24) month period.

Assignment or Sublease. Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without Except with the prior written consent of LessorLandlord, which consent Landlord may withhold in its sole di screti on, Tenant shall not voluntarily (i) assign or in any xxxxx transfer this Lease or any estate or interest therein, (ii) permit any assignment of this Lease or any estate or interest therein by operation of l aw or otherwise, (iii) sublet the Premises or any part thereof, (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 managers, agents, employees, officers, licensees, or invitees. Any transfer of the Lease from Tenant by merger, consolidation, or dissolution or any change in ownership shall constitute an assignment for purposes of this Section. Tenant shall not mortgage, pledge, or otherwise encumber its interest in this Lease or in the Premises. Consent by Landlord to one or more assignments or sublettings shall not be unreasonably withhelda waiver of Landlord's rights as to any subsequent assignments and sublet ngs. Any approved transfer shall be expressly subject to the terms and conditions of this Lease. In the event of any assignment or subl etting, Tenant shall remain fully responsible and liable for the payment of Rent and for compliance with all of Tenant's other obligations under this Lease. If an event of default occurs followi ng any approved transfer, Landlord, in addition to any other avail able remedies, may coll ect directly from Xxxxxx's assignee or subtenant all rents becoming due to Tenant and apply such amount against any sums due to Landl ord from Tenant. Tenant authorizes and di rects any assignee or subtenant to pay rent directly to Landlord upon receipt of noti ce of default from Landlord. No assignmentdirect collecti on by Xxxxx ord from any assignee or subtenant shall constitute a novation or a release of Tenant from the performance of its remaining obligations under thi s Lease, transfer or sublease nor shall be effective as against Lessor for receipt by Landlord of rent from any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee subtenant, or sublessee shall not occupant of the Premises be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained covenant in this Agreement shall apply to, inure to the benefit of Lease prohibiting assignment and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseesubletng.

Assignment or Sublease. In the event Lessee may not should desire to assign this Lease or transfer this Agreement sublet the Leased Premises or any interest thereinpart thereof, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise Lessee shall give as security this Agreement or any interest therein without the Lessor at least sixty (60) days prior written consent of Lessornotice, which consent shall not be unreasonably withheldspecify the terms and effective date thereof. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto thirty (30) days following receipt of such notice to notify Lessee in writing prior that Lessor elects (a) to terminate this Lease as to the space so affected as of the effective date specified by Lessee in which event Lessee will be relieved on such effective date of all further obligation hereunder as to such assignmentspace, transfer (b) to permit Lessee to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Lessor, or (c) to refuse to consent (with reasonable cause only) to Lessee's proposed assignment or sublease and unless all sums due from Lesseeto continue this Lease in full force and effect as to the entire Leased Premises. If Lessor should fail to notify Lessee in writing of such election within such thirty (30) day period, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed to have elected option (b) above. If Lessor elects to exercise option (b) above, Lessee agrees to provide, at its expense, direct access from the assignment or sublease space to a default public corridor of the Building. No assignment or subletting by Lessee hereundershall relieve Lessee of any obligation under this Lease. Lessor's consent to one assignment, transfer Any attempted assignment or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor in violation of the restrictions terms and covenants of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseevoid.

Assignment or Sublease. Lessee may shall have the right to transfer and assign, in whole or in part, its rights and obligations in the building and property that are the subject of this Lease with the following exceptions (unacceptable businesses are automotive repair, restaurant, paint and body shop, private club, high personnel usage business or business in Lessor's sole opinion not compatible with the business complex). Lessee shall not assign this Lease or transfer this Agreement sublet all or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein part of the Leased Premises without the prior written consent of Lessor, Lessor which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignmentthe option, transfer or sublease and unless all sums due upon receipt from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses Lessee of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. written request for Lessor's consent to one subletting or assignment, transfer to cancel this Lease as of the date the requested subletting or sublease assignment is to be effective. The option shall be exercised, if at all, within fifteen (15) days following Lessor's receipt of written notice by delivery to Lessee of written notice of Lessor's intention to exercise the option. In the event of any assignment or acceptance subletting, Lessee shall nevertheless at all times, remain fully responsible and liable for the payment of performance the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an "event of default' as defined below, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from an assigneethe assignee or subtenant all rents becoming due to Lessee by reason of the assignment or sublease, transferee and Lessor shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Lessor from the assignee or sublessee subtenant shall not be deemed construed to constitute a waiver by Lessor notation or a release of Lessee from the restrictions further performance of obligations wider this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeLease.

Assignment or Sublease. Lessee may Tenant shall not assign assign, mortgage, encumber or otherwise transfer this Agreement Lease or sublet the whole or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein part of the Premises without the in each case first obtaining Landlord's prior written consent of Lessorconsent, which consent shall may not be unreasonably conditioned, delayed or withheld. No Tenant also acknowledges that any right of first refusal, option to extend the Term of this Lease, terminate this Lease, or any other options which Landlord has granted herein are particular to Tenant are not assignable or transferable to any assignee or sublessee under this Lease. In no event shall an assignment, subletting or other transfer or sublease shall be effective as against Lessor for of the Lease relieve Tenant of any purpose unless Lessor shall have consented thereto in writing prior of its obligations under this Lease. Consent to any such assignment, subletting or transfer or sublease and unless all sums due from Lessee, together with shall not operate as a waiver of the necessity for consent to any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such subsequent assignment, transfer subletting or subleasetransfer. If such consent is requested, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of Landlord reserves the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoeverterminate this Lease, in whole or in partor, all of its rights and obligations hereunder and in if consent is requested for subletting less than the Siteentire Premises, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site to terminate this Lease with respect to Lesseethe portion for which such consent is requested, at the proposed effective date of such subletting. In the event of any such termination, Landlord may enter into the relationship of Landlord and Tenant with any such subtenant or assignee, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. If Tenant is a corporation, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of a majority of its outstanding voting stock, or power to vote a majority of its outstanding voting stock, shall constitute an assignment for the purpose of this Section 15; provided, however, for the purposes of this Section 15, a public offering of stock registered with the SEC, shall not constitute a transfer. If Tenant is a partnership, limited liability company, or other entity, any transfer of this Lease by merger, consolidation, liquidation, dissolution, or any change in the ownership of a majority of the ownership and/or economic interests shall constitute an assignment for the purpose of this Section 15.

Assignment or Sublease. Lessee may (a) Except in connection with a Permitted Transfer, Tenant shall not, without the Landlord’s prior written consent, not assign to be unreasonably withheld, conditioned, or transfer this Agreement or any interest thereindelayed, sublease any interest covered by this Agreement or (i) assign, convey, mortgage, pledge, encumber, hypothecate or otherwise give as security transfer (whether voluntarily, by operation of law, or otherwise) any of its rights in, to, or under this Agreement Lease; or (ii) allow any lien to be placed upon Tenant’s interest therein hereunder (except for a consensual lien granted by Tenant in connection with a leasehold deed of trust or mortgage) (each, a “Transfer”). Except in connection with a Permitted Transfer, any Transfer without the Landlord’s prior written consent shall be void and of Lessorno force or effect. (b) With respect to any proposed Transfer, which but subject to Tenant’s right to complete a Permitted Transfer without Landlord approval, Tenant shall submit to Landlord a copy of the proposed assignment or other documents evidencing such Transfer, and such additional information concerning the business, reputation and creditworthiness of the proposed assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. After an Event of Default, Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. (c) Notwithstanding the giving by Landlord of its consent to any Transfer as provided hereunder or any language contained in any lease, sublease or assignment to the contrary, unless this Lease is expressly terminated by Landlord in writing or Tenant is expressly released from liability by Landlord by written release, Tenant shall not be unreasonably withheld. No assignmentrelieved of any of Tenant’s obligations or covenants under this Lease as a result of any Transfer, transfer or sublease and Tenant shall be effective as against Lessor for remain fully liable hereunder. (d) Notwithstanding any purpose unless Lessor provision contained herein to the contrary, Tenant shall have consented thereto in writing prior the right to (i) mortgage or otherwise collaterally assign all or any part of its leasehold estate hereunder as security for a loan, (ii) assign its entire interest under this Lease (x) to any entity controlling or controlled by or under common control with Tenant, (y) to any successor to Tenant by purchase, merger, consolidation or reorganization so long as the resulting tenant entity has a greater net worth than Tenant, as measured on the day immediately preceding such assignmenttransfer, transfer (z) to any entity purchasing all or sublease substantially all of the assets of Tenant, and/or (iii) sublet a portion of the Premises with notice to Landlord, except that Tenant shall not have the right to sublet the Premises for the following uses: a call center, medical office, school or education facility, or a government office (each of (i), (ii) and unless all sums due from Lessee, together with any costs (iii) herein referred to Lessor to cover reasonable legal and other expenses of Lessor in as a “Permitted Transfer”). In connection with such mortgage or collateral assignment, Landlord will cooperate with reasonable requests of Tenant or Tenant’s lender for Landlord to execute additional documents in order for Tenant and Tenant’s lender to obtain policies of leasehold title insurance, including, without limitation, owner’s affidavits and general corporate documentation. In addition, the sale or transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein of ownership interests in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee the Tenant shall not be deemed considered a waiver by Lessor of “Transfer”. Notwithstanding the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure foregoing to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoevercontrary, in whole no event shall Tenant be permitted to use a series of one or in part, all more transfers permitted hereunder solely for the purpose of its rights and obligations hereunder and in “spinning off” the Site, and in such event Lessor shall Lease to an independent third party that would not otherwise be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseea permitted transferee without Landlord’s prior approval hereunder.

Assignment or Sublease. In the event Lessee may not should desire to assign this Lease or transfer this Agreement sublet the Leased Premises or any interest thereinpart thereof, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise Lessee shall give as security this Agreement or any interest therein without the Lessor at least sixty (60) days prior written consent of Lessornotice, which consent shall not be unreasonably withheldspecify the terms and effective date thereof. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto thirty (30) days following receipt of such notice to notify Lessee in writing prior that Lessor elects (a) to terminate this Lease as to the space so affected as of the effective date specified by Lessee in which event Lessee will be relieved on such effective date of all further obligation hereunder as to such assignmentspace, transfer (b) to permit Lessee to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Lessor, or (c) to refuse to consent (with reasonable cause only) to Lessee's proposed assignment or sublease and unless all sums due from Lesseeto continue this Lease in full force and effect as to the entire Leased Premises. If Lessor should fail to notify Lessee in writing of such election within such thirty (30) day period, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed to have elected option (b) above. If Lessor elects to exercise option (b) above, Lessee agrees to provide, at its expense, direct access from the assignment or sublease space to a default public corridor of the Building. No assignment or subletting by Lessee hereundershall relieve Lessee of any obligation under this Lease. Lessor's consent to one assignment, transfer Any attempted assignment or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor in violation of the restrictions terms and covenants of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublesseesvoid. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.EASTPARK

Assignment or Sublease. Lessee may not assign 11.1 Tenant shall not, directly or transfer this Agreement or any interest thereinindirectly, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of LessorLandlord (which consent shall not be unreasonably withheld), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant. Tenant shall not, directly or indirectly, without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed, pledge, mortgage or hypothecate this Lease or any interest herein. No assignmentThis Lease shall not, transfer nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of Law without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any of the foregoing acts without prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Without limiting or excluding other reasons for withholding Landlord's consent Landlord shall have the right to withhold consent if it is not demonstrated to the satisfaction of Landlord that the proposed assignee or subtenant is financially able to perform all of the obligations of Tenant under this Lease (as evidenced by financial statements and business and credit references acceptable to Landlord). Tenant agrees that the instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a sublease, only insofar as such covenants relate to the portion of the Premises subject to the sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce those covenants directly against the assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant of all covenants and obligations of this Lease. Notwithstanding anything in this Article 11 or elsewhere in this Lease to the contrary, Tenant may assign or sublet the Premises, or any portion thereof, without consent, to any entity which controls, is controlled by or is under common control with Tenant, or to any entity resulting from the merger, initial public offering or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant as a going concern of the business that is being conducted on the Premises, provided that before such assignment or sublet shall be effective said entity shall assume, in full, the obligations of Tenant under this Lease. 11.2 If Tenant wishes to assign this Lease or sublease all or any part of the Premises, Tenant shall give written notice to Landlord identifying the intended assignee or subtenant by name and address and specifying all of the terms of the intended assignment or sublease. Tenant shall give Landlord any additional information concerning the intended assignee or subtenant (including complete financial statements and a business history) or the intended assignment or sublease (including true copies thereof) as Landlord reasonably requests. For a period of fifteen (15) days after written notice is given by Tenant, Landlord shall have the right, by giving written notice to Tenant, (a) to consent in writing to the intended assignment or sublease, unless Landlord determines not to consent, or (b) to enter into an assignment of this Lease or a sublease of the Premises, as the case may be, with Tenant upon the terms set forth in such written notice, or (c) in the case of an assignment of this Lease or sublease of the entire Premises for substantially the balance of the term of this Lease, to terminate this Lease, effective as of the date on which the intended assignment or sublease would have been effective if Landlord had not exercised this termination right. If Landlord does not exercise any of the rights set forth in the preceding sentence by giving written notice to Tenant within fifteen (15) days, Landlord shall be deemed to consent in writing to the intended assignment or sublease. If Landlord elects to enter into an assignment of this Lease or a sublease of the Premises or to terminate this Lease, Landlord may enter into a new lease or agreement covering the Premises or any portion thereof with the intended assignee or subtenant on any terms to which Landlord and the assignee or subtenant may agree, or enter into a new lease or agreement covering the Premises or any portion thereof with any other person or entity. In such event, Tenant shall not be entitled to any portion of the profit, if any, that Landlord may realize on account of the new lease or agreement. If Landlord elects to terminate this Lease, then from and after the date of termination, Landlord and Tenant each shall have nor further obligation to the other under this Lease with respect to the Premises except for matters occurring or obligations arising hereunder prior to the date of termination. 11.3 If Landlord consents in writing (or is deemed to consent in writing in accordance with paragraph 11.2), Tenant may complete the intended assignment or sublease subject to the following covenants: (a) the assignment or sublease shall be effective on the same terms as against Lessor for any purpose unless Lessor shall have consented thereto set forth in writing prior the written notice given by Tenant to such assignmentLandlord, transfer (b) no assignment or sublease shall be valid and unless all sums due from Lessee, together with no assignee or subtenant shall take possession of the Premises or any costs to Lessor to cover reasonable legal and other expenses part thereof until an executed duplicate original of Lessor in connection with such assignment, transfer the assignment or sublease, shall have in compliance with paragraph 11.1 hereof, has been paid delivered to Lessor. Each and every attempt to assignLandlord, transfer, sublease, encumber (c) no assignee or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.subtenant shall

Assignment or Sublease. Lessee may Tenant shall not assign or transfer encumber its interest in this Agreement Lease or the Premises or sublease all or any interest thereinpart of the Premises or allow any other person or entity (except Tenant's authorized representatives, sublease any interest covered by this Agreement employees, invitees, or encumber, hypothecate guests) to occupy or otherwise give as security this Agreement use all or any interest therein part of the Premises without first obtaining Landlord's consent which Landlord shall not unreasonably withhold. Landlord shall be deemed reasonable in withholding its consent if it determines in its sole discretion that: (i) the prior financial net worth of the proposed assignee or sublessee is not equal to or greater than Tenant's financial net worth as of the date of this Lease as increased by the increase in the Consumer Price Index, if any, between the date of this Lease and the date of the assignment or sublease, (ii) (NOTE: PREVIOUSLY TYPED LANGUAGE DELETED); (iii) the intended use of the Premises by the proposed assignee or sublessee will require more than insignificant alteration of the Premises; (iv) the intended use of the Premises by the proposed assignee or sublessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of Hazardous Materials (as defined in Exhibit H attached hereto) in, on or about the Premises, the Common Areas or any other portion of the Project; or if (v) the proposed rent for the proposed assignee is less than the Rent then in effect under the Lease; or (vi) the proposed assignee or sublessee is a tenant in the Project or has negotiated to be a tenant in the Project any time in the six (6) months just preceding Tenant's request for Landlord's consent AND LANDLORD IS THEN LEASING A SIMILAR AMOUNT OF SPACE IN THE PROJECT. Any assignment, encumbrance or sublease without Landlord's written consent of Lessorshall be voidable and at Landlord's election, which shall constitute a default. Landlord's waiver or consent to any assignment or subletting shall not relieve Tenant of any assignee or sublessee from any obligation under this Lease whether or not accrued. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be unreasonably withhelddeemed a voluntary assignment. No If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant's capital stock issued, transfer outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations the stock of which is traded through a public exchange. If Landlord shall consent to any assignment or sublease of this Lease, three-quarters (3/4) of all sums and other consideration payable to or for the benefit of the Tenant from its assignee or subtenant in excess of the rent payable by Tenant to Landlord under this Lease, or in the case of a sublease, in excess of the rent fairly allocable to such subleased portion as reasonably determined by Landlord PLUS, IN EITHER CASE, THE LEGAL FEES, BROKERAGE COMMISSIONS AND TENANT-PAID ALTERATIONS REQUIRED TO CONSUMMATE SUCH ASSIGNMENT, shall be effective paid to Landlord, as against Lessor for any purpose unless Lessor and when such sums are due and payable. If Tenant requests Landlord to consent to a proposed assignment or subletting Tenant shall have consented thereto in writing prior pay to such assignmentLandlord, transfer whether or sublease and unless all sums due from Lesseenot consent is ultimately given, together with any costs to Lessor to cover $100 or Landlord's reasonable legal and other expenses of Lessor attorneys' fees incurred in connection with such assignmentrequest, transfer whichever is greater. (a) If Tenant is or subleasebecomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or it Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or execution is levied on this Lease; or (c) If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed constitute a default by Lessee hereunder. Lessor's consent Tenant and Landlord shall have the right to one assignmentelect to terminate this Lease, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee in which case this Lease shall not be deemed treated as a waiver by Lessor asset of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeTenant.

Assignment or Sublease. Lessee may Tenant shall not assign assign, mortgage, encumber or otherwise transfer this Agreement Lease or sublet the whole or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein part of the Premises without the in each case first obtaining Landlord's prior written consent of Lessor, which consent. Such consent shall not be unreasonably withheld. No assignment, transfer withheld or sublease delayed and shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto considered given if not denied in writing prior with 10 business days of Tenant's request. Notwithstanding the foregoing, landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, subtenant or other transferee: (i) is not consistent with the maintenance and operation of a first-class office building due to such assignmentthe nature of the proposed occupant's business or the manner of conducting its BUSINESS OR ITS EXPERIENCE or reputation in the community, transfer or sublease (ii) is likely to cause disturbance to the normal use and unless all sums due from Lesseeoccupancy of the Building, together with (2) Landlord may withhold in its absolute and sole discretion, consent to any costs to Lessor to cover reasonable legal and mortgage, hypothecation, pledge or other expenses encumbrance of Lessor any interest in connection with such assignmentthis Lease or the Premises by Tenant or any subtenant, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate whereby this Agreement Lease or any interest therein in a manner contrary to that set forth herein becomes collateral for any obligation of Tenant; and (3) Landlord may be deemed a default by Lessee hereunder. Lessor's withhold its consent to one the extent Landlord determines necessary to comply with a restriction on use of the Premises, the Building or the Land contained in any lease, mortgage, or other recorded agreement or instrument by which the landlord is bound or to which any such property is subject. No such assignment, subletting or other transfer shall relieve Tenant of any liability under this Lease. Any subleasing profits, after deducting Tenant's reasonable costs of subletting, shall be the property of Landlord, Consent to any such assignment, subletting or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed operate as a waiver by Lessor of the restrictions necessity for consent to any subsequent assignment, subletting or transfer. In lieu of this paragraph as to subsequent attempts to assigngranting any such consent for subleasing or assignment for the balance of the Lease term, transfer or sublease by Lessee or Lessee's heirsfor a full floor, successors, assigns, transfers or sublessees. As used herein, Landlord reserves the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoeverterminate this Lease or, in whole or in part, all the case of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest a subletting of Lessor shall have less than all the rights and obligations hereunder and in the Site Premises, to terminate this Lease with respect to Lesseesuch portion of the Premises, as of the proposed effective date of such subletting or assignment, in which event Landlord may enter into the relationship of landlord and tenant with such proposed assignee or subtenant based upon the Rent and other compensation and terms agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In connection with each request for an assignment or subletting, Tenant shall pay $300.00 for the cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord with copieS of all assignments, subleases and assumption instruments.

Assignment or Sublease. Lessee A. Consent by Landlord: Except for the AOL Sublease and Hewlett Packard Sublease or as specifically provided in this Section 17, Tenant may not assign assign, sublet, hypothecate, or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein allow a third party to use the Premises without the prior express written consent of LessorLandlord, which consent shall not be unreasonably withheldwithheld or delayed. No assignmentIn the event Tenant desires to assign this Lease or any interest herein or sublet the Premises or any part thereof, transfer or sublease Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee's business to be effective as against Lessor for carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any purpose unless Lessor shall have consented thereto in writing prior Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs be paid to Lessor to cover reasonable legal and other expenses of Lessor Tenant in connection with such assignmentTransfer. At Landlord's request, transfer Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease, . Landlord shall have a eight (8) business-day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises (provided, however, that Landlord shall not have the right to terminate on any sublease or assignment expiring, including any options in favor of sublessee/assignee, more than three (3) years prior to the Lease Expiration Date, including any options under this Lease which have been paid exercised by Tenant); (ii) permit Tenant to Lessor. Each assign or sublet such space to the named assignee/subtenant on the terms and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that conditions set forth herein may be deemed a default by Lessee hereunderin the notice; or (iii) refuse consent. Lessor's consent If Landlord should fail to one assignmentnotify Tenant in writing of such election within the 8-business day period, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed to include their respective heirshave elected option (ii) above. In the event Landlord elects option (i) above, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement Lease shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site expire with respect to Lesseesuch part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Buildings. In the event Landlord elects option (ii) above, Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iii) the proposed sublease will not result in there being more than two (2) subtenants within the Premises at any time during the Lease Term; (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs (not to exceed $2,000.00 per occurance) incurred in connection with the granting of any requested consent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.

Assignment or Sublease. Lessee may not (a) If Tenant intends to assign this Lease or transfer this Agreement sublet the Leased Premises or any interest thereinpart thereof, sublease Tenant shall give Landlord written notice of such intent. Tenant’s notice shall set forth the date any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer such assignment or sublease shall commence and be effective accompanied by an exact copy of the proposed agreements between Tenant and the proposed assignee or subtenant. Tenant shall provide Landlord with (i) any additional information or documents reasonably requested by Landlord within five (5) business days after receiving Tenant’s notice, and (ii) an opportunity to meet and interview the proposed assignee or subtenant, if requested by Landlord. (b) Landlord shall then have a period of ten (10) days following such interview and receipt of such additional information (or fifteen (15) days from the date of Tenant’s original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (A) to terminate this Lease as against Lessor for any purpose unless Lessor to the space so affected as of the date so specified by Tenant in its notice under Section 5.07(a) above, in which event Tenant will be relieved of all further obligations hereunder as to such space, or (B) to permit Tenant to assign this Lease or sublet such space, subject, however, to prior written approval of the proposed assignee or sublessee by Landlord. In the event Landlord fails to respond to Tenant within such ten (10) or fifteen (15) day period, as applicable, then Tenant shall provide a second written notice to Landlord requesting such response. The notice shall contain the words “FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL CAUSE YOU TO LOSE VALUABLE LEGAL RIGHTS” in 14-point bold print at the top thereof. If Landlord fails to respond to Tenant within five (5) business days after Landlord’s receipt of such second notice, then Landlord shall be deemed to have elected to proceed under the foregoing clause (B) and to have approved the proposed assignment or sublease transaction described in Tenant’s written notice. Notwithstanding anything herein to the contrary, Landlord shall have consented thereto in writing prior the right to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses terminate this Lease under the foregoing clause (A) only if the square footage of Lessor in connection with such assignment, transfer or the premises covered by the proposed sublease, shall have been paid to Lessorwhen aggregated with the square footage of the premises covered under all other subleases then in effect, equals or exceeds thirty thousand (30,000) square feet. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default The approval by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance Landlord of performance from an assignee, transferee the proposed assignee or sublessee shall not be deemed a waiver by Lessor unreasonably withheld so long as: (i) the use of the restrictions Leased Premises by such proposed assignee or sublessee would be a Permitted Use; (ii) the proposed assignee or sublessee is of sound financial condition as determined by Landlord; (iii) the proposed assignee’s or sublessee’s use will not involve the storage, use, treatment or disposal of any Hazardous Material (except for Permitted Hazardous Materials transported, stored and used in accordance with the provisions of this paragraph as Lease and other Hazardous Materials approved by Landlord in accordance with Section 5.18 below); (iv) the proposed use or the proposed assignee or sublessee would not cause the violation of any covenant or agreement of Landlord to subsequent attempts any third party or would permit any other tenant to assignterminate its lease (Landlord hereby agreeing that, transfer if Tenant desires to enter into an assignment or sublease hereunder, Tenant shall have the right to request written notice from Landlord of all such covenants, agreements and leases that could be terminated); and (v) if the proposed subtenant or assignee then leases or occupies any other space in the Project, Landlord shall not have entered into a letter of intent or executed term sheet with such party for the lease of additional space in the Project. Failure by Lessee Landlord to approve a proposed subtenant or Lessee's heirsassignee shall not cause a termination of this Lease, successorsand the sole remedy of Tenant shall be an action for injunctive or declaratory relief. (c) Notwithstanding the terms of Section 5.07(b) above, assignsTenant shall have the right to assign this Lease or to sublease all or a portion of the Leased Premises to a Qualified Tenant Affiliate (as hereinafter defined) with twenty (20) days’ prior written notice to, transfers or sublesseesbut without the consent of, Landlord. As used herein, “Qualified Tenant Affiliate” means any corporation or other legal entity which (i)(A) is a wholly owned subsidiary of Tenant, or (B) results from the terms Lessor and Lessee shall be deemed to include their respective heirsmerger or consolidation of Tenant with another entity, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained or (C) acquires all or the majority of the outstanding shares in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all or substantially all of its rights and obligations hereunder and in the Siteassets of Tenant, and (ii) has a tangible net worth (tangible assets less total liabilities, and specifically excluding all intangible assets, such as goodwill, patents, trademarks and other intellectual property, franchises, R&D expenditures, advertising expenditures, etc.), as determined in such event Lessor shall be released from any further obligations hereunder and accordance with GAAP (“Tangible Net Worth”), equal to or greater than the successor-in-interest Tangible Net Worth of Lessor shall have all Tenant on the rights and obligations hereunder and in date of the Site with respect to Lesseeproposed sublease or assignment.

Assignment or Sublease. Lessee may not assign or transfer this Agreement or any interest thereinExcept as provided in paragraph (e) below, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of LessorLandlord, which consent will not be unreasonable withheld or delayed, Tenant shall not be unreasonably withheldassign this Lease or sublet the Premises or any part thereof. No assignment, transfer Any attempted assignment or sublease by Tenant in violation of the terms and conditions of this paragraph shall be effective as against Lessor for void and of no effect. If Tenant desires to assign this Lease or sublet the Premises or any purpose unless Lessor part thereof, Tenant shall deliver to Landlord written notice thereof (together with all of the terms of the proposed assignment or sublease, the identify of the proposed transferee and sufficient financial information regarding the proposed transferee to permit Landlord to evaluate the creditworthiness thereof) at lease sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall have consented thereto thirty (30) days following receipt of such notice and information within which to notify Tenant in writing prior that Landlord elects either to (i) permit Tenant to assign this Lease or sublet such space; or (ii) refuse to consent to such assignment, transfer assignment or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal continue this Lease in full force and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph effect as to subsequent attempts the entire Premises. If Landlord fails to assignnotify Tenant of its election within such thirty (30) day period, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed to include their respective heirs, successors, assigns, transferees and sublesseeshave elected option (ii) above. The terms, conditions and covenants contained in this Agreement shall apply to, inure Anything to the benefit of and be binding upon contrary notwithstanding, Tenant shall have the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in or sublease the Premises to any manner whatsoeverlegal entity which is a wholly owned subsidiary, in whole or in partan affiliate, all a successor corporation or legal entity or which is the surviving entity following a merger, consolidation or reorganization of its rights and form of organization (a "Permitted Assignee") without prior consent of the Landlord, but with thirty (30) days prior written notice to Landlord so long as such Permitted Assignee assumes the obligations of Tenant hereunder and in the SiteTenant either agrees to remain liable hereunder or, and in such event Lessor shall if Tenant seeks to be released from any further of its obligations hereunder and hereunder, provides evidence at the successor-in-interest time it notifies Landlord of Lessor shall have all its intent to assign or sublet the rights and obligations hereunder and in Premises that the Site with respect to LesseePermitted Assignee is of equal or greater creditworthiness.

Assignment or Sublease. Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without Except with the prior written consent of LessorLandlord, which consent Landlord may withhold in its sole discretion, Tenant shall not voluntarily (i) assign or in any manner transfer this Lease or any estate or interest therein, (ii) permit any assignment of this Lease or any estate or interest therein by operation of law or otherwise, (iii) sublet the Premises or any part thereof, (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 managers, agents, employees, officers, licensees or invitees. Any transfer of the Lease from Tenant by merger, consolidation or dissolution or any change in ownership shall constitute an assignment for purposes of this Section. Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the Premises. Consent by Landlord to one or more assignments or sublettings shall not be unreasonably withhelda waiver of Land lord 's rights as to any subsequent assignments and sublettings. Any approved transfer shall be expressly subject to the terms and conditions of this Lease. In the event of any assignment or subletting, Tenant shall remain fully responsible and liable for the payment of Rent and for compliance with all of Tenant's other obligations under this Lease. If an event of de fault occurs following any approved transfer, Landlord, in addition to any other available remedies, may collect d irectly from Tenant's assignee or subtenant all rents becoming due to Tenant and apply such amount against any sums due to Land lord from Tenant. Tenant authorizes and d irects any assignee or subtenant to pay rent d irectly to Landlord upon receipt of notice of default from Landlord. No assignmentd irect collection by Landlord from any assignee or subtenant shall constitute a novation or a release of Tenant from the performance of its remaining obligations under this Lease, transfer or sublease nor shall be effective as against Lessor for receipt by Landlord ofrent from any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee subtenant or sublessee shall not occupant of the Premises be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained covenant in this Agreement shall apply to, inure to the benefit of Lease prohibiting assignment and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseesubletting.

Assignment or Sublease. Lessee A. Consent by Landlord: Except as specifically provided in Section 17.E, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord. In the event Tenant desires to assign or transfer this Agreement Lease or any interest thereinherein including, sublease any interest covered by this Agreement without limitation, a pledge, mortgage or encumberother hypothecation, hypothecate or otherwise give as security this Agreement sublet the Premises or any interest therein without part thereof, Tenant shall deliver to Landlord (i) the prior proposed agreements and all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years (if available), (iii) the nature of the proposed transferee's business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a ten (10) business day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises; (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10 business-day period, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, Landlord shall reimburse Tenant for any unamortized Tenant Improvement and Alteration costs paid by Tenant and this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and Tenant's Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord elects option (ii) above, Landlord's written consent of Lessor, which consent to the proposed assignment or sublease shall not be unreasonably withheld. No assignment, transfer provided and upon the condition that: (a) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (b) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (c) the proposed assignment or sublease shall be effective as against Lessor is in form reasonably satisfactory to Landlord; (d) Tenant reimburses Landlord on demand for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any reasonable costs to Lessor to cover reasonable legal and other expenses of Lessor that may be incurred by Landlord in connection with such assignment, transfer said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs not to exceed $2,000.00 incurred in connection with the granting of any requested consent; and (e) Tenant shall not have been paid advertised or publicized in any way the availability of the Premises without prior notice to LessorLandlord. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement In the event all or any interest therein one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Notwithstanding the foregoing, Landlord agrees that it will not exercise its right to terminate this Lease as provided under clause (i) above in a manner contrary connection with (x) any Permitted Transfer, or (y) any sublease for less than an entire Building. B. Assignment or Subletting Consideration: Any rent or other economic consideration realized by Tenant under any sublease and assignment, in excess of the Base Monthly Rent payable hereunder and reasonable subletting and assignment costs (including but not limited to that set forth herein may legal fees, real estate commissions, advertising fees, unamortized Tenant Improvements paid for by Tenant, and any costs of readying the Premises for occupancy by the assignee or subtenant) shall be deemed a default by Lessee divided and paid seventy-five percent (75%) to Landlord and twenty-five percent (25%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration constitutes an obligation for additional rent, as and when received, hereunder. Lessor's consent The above provisions relating to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit LessorLandlord's right to transfer and/or assign in any manner whatsoever, in whole or in part, all terminate the Lease and relating to the allocation of its rights and obligations hereunder and in excess rent are independently negotiated terms of the SiteLease which constitute a material inducement for the Landlord to enter into the Lease, and in such event Lessor are agreed by the parties to be commercially reasonable. No assignment or subletting by Tenant shall relieve it of any obligation under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseevoid.

Assignment or Sublease. Lessee (a) In the event Tenant assigns this Lease or sublets the Leased Premises or any part thereof to a Tenant Affiliate, then Tenant shall give Landlord notice of such assignment or sublease no later than the consummation of such assignment or sublease, unless it is not reasonably possible to give notice by such time, in which event Tenant shall give Landlord notice thereof as soon as reasonably practicable thereafter, Landlord's approval shall not be required, but Tenant shall, at the time of such notice, provide Landlord with a copy of all executed documents effecting such assignment or sublease. (b) Subject to the provisions hereof, Tenant shall have the right to assign or sublet the Leased Premises, or any portion thereof, to a person or entity other than a Tenant Affiliate on the earlier of: (i) the second anniversary of the Term Commencement Date, or (ii) the date on which 95% of Net Rentable Area of the Office Section in the Building is initially leased. In the event Tenant intends to assign this Lease or sublet the Leased Premises or any part thereof to a person or entity other than a Tenant Affiliate, then Tenant shall give Landlord notice of such intent. (1) If Tenant and/or any Tenant Affiliates are in occupancy of at least seventy-five (75%) of the Net Rentable Area included in the Leased Premises on the Term Commencement Date, any such assignment of this Lease or subletting of the Leased Premises shall be subject to Landlord's right to consent or withhold consent thereto as hereinafter provided, and Tenant shall provide Landlord with (i) the name of the proposed assignee or sublessee, (ii) such information as to the financial responsibility and standing of the assignee or subtenant as Landlord shall reasonably require, (iii) such of the relevant terms and provisions upon which the proposed assignment or subletting is to be made as Landlord shall reasonably require, (iv) any additional information or documents reasonably requested by Landlord. Landlord shall have a period of ten (10) days following the receipt of any additional information (or twenty (20) days from the date of Tenant's original notice, if Landlord does not request additional information) within which to notify Tenant whether or not Landlord consents to the proposed assignment or sublease. Landlord's right to withhold consent to any such proposed assignment or sublease shall be limited to one or more of the following reasons: (x) the use of the Leased Premises by the proposed assignee or sublessee would not constitute a Permitted Use, (y) the character and business reputation of the proposed assignee or sublessee is inconsistent with the character of the Building as a first-class office building, or (z) the proposed assignee or sublessee is not of sound financial condition as determined by Landlord in the reasonable exercise of its business judgement. If Landlord should fail to notify Tenant whether or not Landlord consents to the proposed assignment or sublease within said period, Landlord shall be deemed to have consented thereto. In no event shall a failure by Landlord to approve or disapprove a proposed subtenant or assignee cause a termination of this Lease. (2) If Tenant and/or any Tenant Affiliates are in occupancy of less than seventy-five (75%) of the Net Rentable Area included in the Leased Premises on the Term Commencement Date, Tenant's notice to Landlord of its intention to sublet or assign space shall be accompanied by (i) a summary of the proposed business terms (including, without limitation, financial terms) on which Tenant intends to assign this Lease or sublet said space, (ii) the location of the sublet space, if a proposed sublease, and (iii) any additional information or documents as Landlord may reasonably require. Landlord shall have a period of ten (10) days following the receipt of any additional information (or twenty (20) days from the date of the Tenant's original notice, if Landlord does not request additional information) within which to notify Tenant of Landlord's election either (i) to terminate that portion of the Leased Premises so affected by Tenant's desire to sublet or the entire Leased Premises if Tenant's desire is to assign this Lease, or (ii) permit Tenant to market said space. If Landlord should fail to notify Tenant of its election within said period, Landlord shall be deemed to have allowed Tenant to market said space. If Landlord cancels this Lease as to a portion of the Leased Premises as provided above, Landlord and Tenant shall enter into a modification of the Lease so as to equitably reflect the effects of such cancellation of the space. If Landlord cancels this Lease as to the entire Leased Premises as provided above, Landlord and Tenant shall execute such documents as are reasonably necessary to memorialize such cancellation. If Landlord shall allow Tenant to market said space, when Tenant has located such assignee or sublessee, the Tenant shall notify Landlord in accordance with the provisions of subparagraph (1) above and the other provisions thereof shall apply. (3) Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer this Agreement Lease, nor sublet the Leased Premises or any portion thereof, to any person or entity who is then a tenant or subtenant in the Project or who has executed a lease or sublease to occupy space in the Project, unless at the time Tenant requests Landlord's consent to assign this Lease or sublet space (i) ninety-five (95%) or more of the total rentable area of the Project is subject to leases which have not been terminated by either Landlord or the tenants thereunder the terms of which extend at least three (3) months beyond the commencement date of the proposed assignment or sublease, or (ii) Landlord reasonably determines that it will be unable to accommodate the proposed assignee's or sublessee's need for space anywhere within the Project within three (3) months after the commencement date of the proposed assignment or sublease. (4) Any other assignment or sublease without the consent of Landlord (which may be withheld in Landlord's sole and absolute discretion) shall be prohibited. (c) Any rent or other consideration realized by Tenant in connection with any sublease or assignment (except pursuant to Section 4.05(a)) in excess of the Rent payable hereunder, after amortization (over the term of such sublease or assignment) of all reasonable costs incurred by Tenant in connection with such subletting or assignment (including, without limitation, brokerage commissions, legal fees, tenant inducements, and reasonable financing charges (the reasonableness of which is to be determined with reference to the rates then being offered by institutional lenders for such financing)), shall be divided and paid as follows: (i) so long as after such assignment or subletting Tenant and/or any Tenant Affiliate shall occupy not less than seventy-five percent (75%) of the Net Rentable Area included in the Leased Premises on the Term Commencement Date, fifty percent (50%) of the excess shall be paid to Tenant and fifty percent (50%) to Landlord; and (ii) in all other cases, twenty-five percent (25%) of the excess shall be paid to Tenant and seventy-five percent (75%) to Landlord. (d) In any subletting undertaken by Tenant, other than subletting to Tenant Affiliates or where Landlord agrees to the contrary, Tenant shall seek to obtain rent at the market rate for the space so sublet. In any assignment of this Lease, other than an assignment to a Tenant Affiliate or where Landlord agrees to the contrary, Tenant shall seek to obtain from the assignee consideration reflecting rent at the market rent for the space subject to such assignment. Tenant shall not be obligated to obtain rent at the market rate for the space so sublet or assigned. (e) In the case of each assignment or sublease: (i) Tenant and the assignee or subtenant, as the case may be, shall execute an assignment or sublease which shall include terms that do not materially differ from those previously disclosed to Landlord; (ii) promptly, but in any event within five (5) Business Days after the execution thereof, an executed copy of the assignment or sublease shall be delivered to Landlord; (iii) the terms and provisions of any sublease whereby the sublessee occupies less than seventy-five percent (75%) of the Net Rentable Area included in the Leased Premises on the Term Commencement Date shall specifically prohibit the assignment of the interest thereinof the sublessee, sublease or the sub-subletting of all or any interest portion of the Leased Premises covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein the sublease without the prior written consent of Lessorthe Landlord, which consent shall not be unreasonably withheld. No assignment, transfer ; (iv) no assignment or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignmentaffect the continuing primary liability of Tenant (which, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer following assignment or sublease, shall be joint and several with the assignee or subtenant, as the case may be; however, Landlord shall have been paid no obligation to Lessor. Each and every attempt name any such assignee or sublessee, in connection with enforcing any of Landlord's rights against Tenant hereunder); (v) no consent by Landlord to assignany of the foregoing in the specific instance shall operate as a waiver in any subsequent instance; (vi) no assignment or sublease shall permit the assignee, transfer, sublease, encumber or hypothecate this Agreement sublessee or any other person or entity having an interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignmentthe possession, transfer use, occupancy or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor utilization of the restrictions Leased Premises, to receive or to pay rental or payment on account of this paragraph as to subsequent attempts to assignthe use, transfer occupancy or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, utilization of the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, Leased Premises based in whole or in part, all of its rights and obligations hereunder and in part on the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.net

Assignment or Sublease. Lessee may not assign Except as provided in Section 12.3 hereof, Tenant, expressly covenants that Tenant shall not, assign, transfer, mortgage or transfer encumber this Agreement Lease or any interest therein, sublease any interest covered by this Agreement directly or encumberindirectly, hypothecate or otherwise give as security this Agreement sublet the Premises or any interest therein part thereof or grant any license, concession or other right of occupancy, or permit any part thereof to be used or occupied by anyone other than Tenant without the prior written consent of LessorLandlord (any such action, a "Transfer"), which consent shall not be unreasonably delayed or withheld. No , provided the following conditions are complied with: (a) Tenant shall provide written notice of any proposed Transfer to Landlord at least thirty (30) days in advance of the date on which Tenant desires to make such Transfer, which notice shall specify: (1) the name, address and business of the proposed assignee, sublessee or other transferee (the "Transferee"), (2) the amount and location of the space in the Premises affected, (3) the proposed effective date and duration of the Transfer, (4) a certified financial statement indicating the financial worthiness of the proposed Transferee, (5) a copy of the proposed assignment, sublease or other document (the "Transfer Document") which shall include the proposed rent to be paid by any assignee or sublessee, and (6) any other information about the proposed Transferee as Landlord may reasonably request. (b) Any Transfer shall not transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer avoid Tenant's duties and obligations under the Lease or sublease Guarantor's obligations under the Guaranty and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained Tenant named herein shall limit Lessor's right continue to transfer and/or assign in any manner whatsoever, in whole or in part, be liable for all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest Guarantor shall continue to be liable for all of Lessor its obligations under the Guaranty, in each case as though no Transfer had been made. (c) At the time of any Transfer, this Lease must be in full force and effect, and no Event of Default shall have occurred and be continuing. (d) The Transferee shall agree in writing to be bound by the terms of this Lease pursuant to an assumption agreement in form and substance satisfactory to Landlord. A copy of the assignment, sublease or other Transfer Document fully executed and acknowledged by Tenant and Transferee shall be mailed to Landlord ten (10) days prior to the effective date of such Transfer. (e) The financial net worth and creditworthiness of the Transferee shall be acceptable to Landlord (as substantiated by its audited financial statements or other comparable financial information reasonably satisfactory to Landlord). (f) The Guarantor shall deliver to Landlord an instrument in form and substance satisfactory to Landlord and any Mortgagee whereby Guarantor consents to such Transfer and ratifies and confirms the continuing validity of its Guaranty (a "Ratification Agreement") at least ten (10) days prior to the effective date of such Transfer. (g) Any Transfer shall comply with the requirements of all financing documents applicable to the Premises. Any Mortgagee or other party whose approval is required shall have approved the Transfer Document. (h) In the case of an assignment or sublease, each Transfer Document permitted under this Section 12 shall contain provisions to the effect that (1) such assignment or sublease is only for actual use and occupancy by the Transferee; (2) such assignment or sublease or other Transfer is subject to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and obligations hereunder and (3) in the Site with respect event this Lease shall terminate before the expiration of such assignment or sublease or other Transfer, the Transferee thereunder will, at Landlord's option, attorney to LesseeLandlord and waive any rights to surrender possession thereunder, as a result of the termination of this Lease. (i) No Transferee of this Lease shall engage in any business or activities which produce, use, store or process any Hazardous Substances as defined in Section 7 of this Lease or shall otherwise be in violation of the use restrictions contained in Section 6 of this Lease. (j) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorneys' fees, occasioned by such Transfer, or Landlord's or any Mortgagee's approval thereof.

Assignment or Sublease. Lessee may Landlord shall have the right to transfer and assign, in whole or in part, its rights and obligation in the Building and property that are the subject of this lease. Tenant shall not assign this lease or transfer this Agreement sublet all or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without part of the Leased Premises with out the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld, conditioned or delayed. No Tenant shall have the right to assign this Lease without the prior written consent of the Landlord if the proposed assignee or sublessee is, and continues to be, an Affiliate of the Tenant, or is an entity resulting from the merger or consolidation of the Tenant with or into such entity. Landlord shall have the option, upon receipt from Tenant of a written request for Landlord's consent to subletting or assignment, transfer to cancel this Lease as of that date which is thirty (30) days from receipt by Landlord of the request from Tenant to sublet or sublease assign. The option of Landlord to cancel the Lease, as provided for above, shall be effective as against Lessor for any purpose unless Lessor exercised, if at all, within fifteen (15) days following Landlord's receipt of such written notice, by delivering written notice of Landlord's intention to exercise the option to so cancel this Lease. In the event Tenant seeks the consent of Landlord to an assignment or subleasing of the Leased Premises, Tenant shall have consented thereto in writing prior furnish or cause to be furnished to Landlord such assignmentfinancial data, transfer credit information, trade or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal business information and other expenses information respecting the proposed assignee or sublessee as Landlord may reasonably request in form and content reasonably satisfactory to Landlord. Tenant shall ensure that parking space requirements for assignee or sublessee will be in accordance with parking space allotment stated in Section 6 (c). In the event of Lessor any assignment or subletting permitted by Landlord, Tenant nevertheless at all times, shall remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under the terms, provisions and covenants of this lease. Upon the occurrence of an "event of default" as defined below, if all or any part of the Leased Premises are then assigned or sublet. Landlord, in connection with such assignmentaddition to any other remedies provided by this lease or provided by law, transfer may at its option, collect directly from the assignee or subtenant all rents becoming due to Tenant by reason of the assignment or sublease, and Landlord shall have been paid a security interest in all properties on the Leased Premises to Lessorsecure payment of such sums. Each and every attempt to assign, transfer, sublease, encumber Any collection directly by Landlord from the assignee or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee subtenant shall not be deemed construed to constitute a waiver by Lessor novation or a release of Tenant from the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all further performance of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.under this lease,

Assignment or Sublease. Lessee may 19.1 Tenant shall not assign or transfer encumber its interest in this Agreement Lease or the Premises or sublease all or any interest therein, sublease part of the Premises or allow any interest covered by this Agreement other person or encumber, hypothecate entity to occupy or otherwise give as security this Agreement use all or any interest therein part of the Premises without the prior first obtaining Landlord's written consent of Lessorconsent, which consent Landlord shall not be unreasonably withheldwithhold, condition or delay for transferees meeting Landlord's then-existing criteria for creditworthiness and use. No assignment, transfer assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's written consent shall be effective voidable and at Landlord's election, shall constitute a default. In no event may Tenant sublease or assign this Lease to any other tenant (or an affiliate, subsidiary or parent company of such tenant) in the Project or, if applicable, the portfolio of which this Project is a part. 19.2 As a condition for granting its consent to any sublease, if the Project has greater than 20% vacancy, Landlord may require that the rent payable by such sublessee is at Landlord's then current rental rate for the Premises or comparable premises in the Building. As a condition for granting its consent to any assignment, encumbrance or sublease, Landlord may require that the assignee or sublessee remit directly to Landlord on a monthly basis, all moneys due to Tenant by said assignee or sublessee. Also as against Lessor a condition to Landlord's consent to any sublease, such sublease shall provide that it is subject and subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any purpose unless Lessor reason, including without limitation a voluntary surrender by Tenant, or in the event of any reentry or repossession of the Premises by Landlord, Landlord may, at its option, either (1) terminate the sublease or (2) take over all of the right, title and interest of Tenant, as sublessor, under such sublease, in which case such sublessee shall have consented thereto attorn to Landlord, but that nevertheless Landlord shall not (1) be liable for any previous act or omission of Tenant under such sublease, (2) be subject to any defense or offset previously accrued in writing favor of the sublessee against Tenant, or (3) be bound by any previous modification of any sublease made without Xxxxxxxx's written consent, or by any previous prepayment by sublessee of more than one month's payment of Base Monthly Rent. No consent to an assignment, encumbrance or sublease shall constitute a further waiver of the provisions of this Article 19. 19.3 The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not in any way be discharged, released or impaired by any (a) agreement that modifies any of the rights or obligations of the parties under this Lease, (b) stipulation that extends the time within which an obligation under this Lease is to be performed, (c) waiver of the performance of an obligation required under this Lease, or (d) failure to enforce any of the obligations set forth in this Lease. 19.4 If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 50% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of directors. The requirements of this Section 19.4 shall not apply to corporations the stock of which is traded through an exchange or over the counter. 19.5 Fifty percent (50%) of all rent or other consideration received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease shall be paid to Landlord. Fifty percent (50%) of any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. However, prior to paying the foregoing fifty percent (50%) share to Landlord, Tenant may first recover its reasonable brokers' fee and tenant improvement costs associated with such sublease or assignment. Landlord shall be entitled, on request, to audit Xxxxxx's books to confirm the amounts payable under this Section 19.5. Any willful misreporting by Tenant shall be deemed a non-curable default. In lieu of granting consent to any proposed assignment, subletting or other transfer for which Tenant is required to obtain Landlord's consent, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such assignment, transfer subletting or other transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed transferee. Notwithstanding the foregoing, Xxxxxxxx's recapture right pursuant to the foregoing sentence shall not apply to a sublease if (a) the term of the sublease ends at least 1 year prior to the end of the term of the Lease and unless all sums due from Lesseecontains no extension rights, together with any costs and (b) the total rentable area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant requests Landlord to Lessor consent to cover a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, One Hundred Dollars ($100) or Landlord's reasonable legal and other expenses of Lessor attorney's fees incurred in connection with such assignmentrequest, whichever is greater. 19.6 No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or sublease, shall have been paid to Lessorintestacy). Each and every attempt of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to assignwhich Tenant is a party, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary receiver is appointed with authority to that set forth herein may be deemed take possession of the Premises. An involuntary assignment shall constitute a default by Lessee hereunder. Lessor's consent Tenant and Landlord shall have the right to one assignmentelect to terminate this Lease, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee in which case this Lease shall not be deemed a waiver by Lessor treated as an asset of Tenant. 19.7 Notwithstanding anything to the contrary herein, Tenant may transfer all or part of its interest in this Lease or all or part of the restrictions Premises (a "Permitted Transfer") to the following types of entities (a "Permitted Transferee") without the written consent of Landlord: (1) an entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Tenant; (2) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as (A) Tenant's obligations hereunder are assumed by the entity surviving such merger or created by such consolidation; and (B) the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant as of the date of execution of this paragraph as to subsequent attempts to assignLease; or (3) any corporation, transfer limited partnership, limited liability partnership, limited liability company or sublease by Lessee other business entity acquiring all or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, substantially all of its rights and obligations hereunder and in Tenant's assets if such entity's Tangible Net Worth after such acquisition is not less than the Site, and in such event Lessor shall be released from any further obligations hereunder and Tangible Net Worth of Tenant as of the successor-in-interest date of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseeexecution of this Lease.

Assignment or Sublease. Lessee may Tenant shall not assign or transfer encumber its interest in this Agreement Lease or the Premises, nor sublease all or any interest thereinpart of the Premises, sublease nor allow any interest covered by this Agreement other person or encumberentity (except Tenant's authorized representatives, hypothecate employees, invitees, or otherwise give as security this Agreement guests) to occupy or use all or any interest therein part of tile Premises, without the prior first obtaining Landlord's written consent of Lessor, which consent Landlord shall not be unreasonably withheldwithhold, condition or delay. No assignment, transfer Any such assignment or sublease shall be effective as against Lessor not relieve Tenant of any obligation hereunder and Tenant shall remain liable for any purpose unless Lessor shall have consented thereto in writing prior to such the performance of each term hereof. Any assignment, transfer encumbrance or sublease and unless all without Landlord's written consent shall be voidable and, at Landlord's election, shall constitute a default. If Tenant is a partnership, withdrawal or change, voluntary, involuntary or by operation of law, of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. All rent received by Tenant from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums due from Lesseeto be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Xxxxxxxx to consent to a proposed assignment or subletting, together with any costs Tenant shall pay to Lessor to cover Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable legal and other expenses of Lessor attorney's fees incurred in connection with such assignmentrequest, whichever is greater. SEE ADDENDUM A-3 No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or sublease, shall have been paid to Lessorintestacy). Each and every attempt of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors: or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to assignwhich Tenant is a party, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary receiver is appointed with authority to that set forth herein may be deemed take possession of the Premises. An involuntary assignment shall constitute a default by Lessee hereunder. Lessor's consent Tenant and Landlord shall have the right to one assignmentelect to terminate this Lease, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee in which case this Lease shall not be deemed a waiver by Lessor treated as an asset of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeTenant.

Assignment or Sublease. Lessee may 19.1 Tenant shall not assign or transfer encumber its interest in this Agreement Lease or the Premises or sublease all or any interest therein, sublease part of the Premises or allow any interest covered by this Agreement other person or encumber, hypothecate entity to occupy or otherwise give as security this Agreement use all or any interest therein part of the Premises without the prior written first obtaining Landlord's consent of Lessor, which consent Landlord shall not be unreasonably withheldwithhold, condition or delay for transferees meeting Landlord's then existing criteria for creditworthiness and use. No assignment, transfer assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's written consent shall be effective voidable and at Landlord's election, shall constitute a default. 19.2 As a condition for granting its consent to any assignment, encumbrance or sublease, Landlord may require that the assignee or sublessee remit directly to Landlord on a monthly basis, all moneys due to Tenant by said assignee or sublessee. As a condition for granting its consent to any sublease, if the Building is greater than ten percent (10%) vacant at the time of Tenant's request, Landlord may require that the rent payable by such sublessee is at Landlord's then current rental rate for the Premises or comparable premises in the Building, but not less than the then current Rent under this Lease. Also as against Lessor a condition to Landlord's consent to any sublease, such sublease shall provide that it is subject and subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any purpose unless Lessor reason, including without limitation a voluntary surrender by Tenant, or in the event of any reentry or repossession of the Premises by Landlord, Landlord may, at its option, either (1) terminate the sublease or (2) take over all of the right, title and interest of Tenant, as sublessor, under such sublease, in which case such sublessee shall have consented thereto attorn to Landlord, but that nevertheless Landlord shall not (1) be liable for any previous act or omission of Tenant under such sublease, (2) be subject to any defense or offset previously accrued in writing prior favor of the sublease against Tenant, or (3) be bound by any previous modification of any sublease made without Landlord's written consent, or by any previous prepayment bx xxxxxxsee of more than one month's payment of Base Monthly Rent. No consent to an assignment, encumbrance or sublease shall constitute a further waiver of the provisions of this Article 19. 19.3 The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not in any way be discharged, released or impaired by any (a) agreement that modifies any of the rights or obligations of the parties under this Lease, (b) stipulation that extends the time within which an obligation under this Lease is to be performed, (c) waiver of the performance of an obligations required under this Lease, or (d) failure to enforce any of the obligations set forth in this Lease. 19.4 If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consist of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of directors. The requirements of this Section 19.4 shall not apply to corporations the stock of which is traded through an exchange or over the counter. 19.5 All rent or other consideration received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. In lieu of granting consent to any proposed assignment, subletting or other transfer for which Tenant is required to obtain Landlord's consent, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such assignment, transfer subletting or other transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed transferee. Notwithstanding the foregoing, Landlord's recapture right pursuant to the foregoing sentenxx xxxxx not apply to a sublease if (a) the term of the sublease ends at least 1 year prior to the end of the term of the Lease and unless all sums due from Lesseecontains no extension rights, together with any costs and (b) the total rentable area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant request Landlord to Lessor consent to cover a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, One Hundred Dollars ($100) or Landlord's reasonable legal and other expenses of Lessor attorney's fees incurred in connection with such assignmentrequest, whichever is greater. 19.6 No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or sublease, shall have been paid to Lessorintestacy). Each and every attempt of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to assignwhich Tenant is a party, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary receiver is appointed with authority to that set forth herein may be deemed take possession of the Premises. An involuntary assignment shall constitute a default by Lessee hereunder. Lessor's consent Tenant and Landlord shall have the right to one assignmentelect to terminate this Lease, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee in which case this Lease shall not be deemed a waiver by Lessor treated assignment an asset of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeTenant.

Assignment or Sublease. Lessee may not In the event Tenant desires to assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the prior written Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of Lessorthe proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of seven (7) business days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space; provided that Landlord shall only be entitled to terminate this Lease in the event the proposed assignment or sublease relates to more than fifty percent (50%) of the Building for a cumulative period of time in excess of three (3) years to the same subtenant, (ii) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within said seven (7) business-day period, Landlord shall be deemed to have elected option (ii) above. Any rent or other economic consideration realized by Tenant under any such sublease and assignment in excess of the Base Rental and Additional Rental payable hereunder (including an allocation of the purchase price in the event of a sale of the Tenant's business), after the net unamortized cost of the Tenant Extra Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs, shall be divided and paid fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld. No assignmentwithheld or delayed, transfer provided and upon condition that: (a) In Landlord's reasonable judgement, the proposed assignee or subtenant is engaged in such a business, and the Premises, or the relevant part thereof, will be used in such a manner, that: (ii) is limited to the use expressly permitted under this Lease; and (ii) will not violate any negative covenant as to use contained in any other lease of space in the Building; (b) The proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the responsibility involved, and Landlord has been furnished with reasonable proof thereof; (c) Neither (i) the proposed assignee or subtenant nor (ii) any person that, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant or any person who controls the proposed assignee or subtenant, is then an occupant of any part of the Building or Project of which the Premises are part; (d) The proposed sublease shall be effective as against Lessor in form reasonably satisfactory to Landlord; (e) There shall not be more than one (1) subtenant of the Premises at any one time; (f) Tenant shall reimburse Landlord on demand for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor that may be incurred by Landlord in connection with such assignment, transfer said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (g) Tenant shall have been paid not have: (i) advertised or publicized in any way the availability of the Premises without prior notice to, and approval by, Landlord, which approval Landlord shall not unreasonably withhold or delay in giving. Any sublease or assignment executed with the consent of Landlord shall be subject to Lessorall of the covenants, agreements, terms, provisions and conditions contained in this Lease. Each Notwithstanding any such sublease or assignment and every attempt the acceptance of rent or additional rent by Landlord from any subtenant or assignee, Tenant shall and will remain fully liable for the payment of the rent and additional rent due, and to assignbecome due hereunder, transferfor the performance of all of the covenants, subleaseagreements, encumber or hypothecate terms, provisions and conditions contained in this Agreement Lease on the part of Tenant to be performed and for all acts and omissions of any licensee, subtenant, assignee or any interest therein other person claiming under or through any subtenant that shall be in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance violation of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor any of the restrictions obligations of this paragraph as to subsequent attempts to assignLease, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee any such violation shall be deemed to include their respective heirsbe a violation by Tenant. Tenant shall further indemnify, successorsdefend and hold Landlord harmless from and against any and all losses, assignsliabilities, transferees damages, costs and sublesseesexpenses (including reasonable attorney fees) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant or by any real estate brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. The termsIn the event of Tenant's default, conditions and covenants contained in this Agreement shall apply to, inure Tenant hereby assigns all rents due from any assignment or subletting to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all Landlord as security for performance of its rights obligations under this Lease and obligations hereunder and in the Site, and in Landlord may collect such event Lessor shall be released from any further obligations hereunder and the successorrents as Tenant's Attorney-in-interest Fact, except that Tenant may collect such rents unless a default occurs, as described in paragraph 22 above. Any assignment or transfer shall be made only if and shall not be effective until the assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, whereby the assignee shall assume all of Lessor shall have the obligations of this Lease on the part of Tenant to be performed or observed. If Tenant is a corporation or partnership, all the rights above provisions shall apply to a transfer (by one or more transfers) of a majority of the stock of the corporation or the majority of ownership or control of the partnership, as if such transfer were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation or partnership which is a wholly owned subsidiary of Tenant; and provided further that said provisions shall not apply to transactions with corporate parents, or any issuance of stock by Tenant in a series of financings, or to any transfer of shares by Tenant in connection with a merger, consolidation, or other reorganization of Tenant after which Tenant is the survivor. Notwithstanding the foregoing, all such transactions shall require the consent of Landlord unless the Tenant, after such transaction, has a net worth in excess of the net worth of Tenants as of the date Tenant executes this Lease. The termination of this Lease due to Tenant’s default shall not automatically terminate any assignment or sublease then in existence. At the election of Landlord, the assignee or subtenant shall attorn to Landlord and Landlord shall undertake the obligations hereunder and in of the Site with respect Tenant under the sublease or assignment; provided the Landlord shall not be liable for prepaid rent, security deposits, or other defaults of the Tenant to Lesseethe subtenant or assignee.

Assignment or Sublease. Lessee may Tenant shall not assign the whole or transfer any part of the leased premises, nor shall this Agreement Lease or any interest therein, sublease any interest covered thereunder be assignable or transferable by this Agreement or encumber, hypothecate or otherwise give as security this Agreement operation of law or any interest therein process or proceeding of any court, or otherwise, without the prior written consent of LessorLandlord, which consent shall not be unreasonably withheldwithheld or delayed by Landlord. No assignment, transfer Any assignment or sublease without Landlord's prior written consent shall, at Landlord's option, be void. Notwithstanding anything to the contrary in this Section 11. 1, Tenant shall have the right to assign this lease (upon written notice to Landlord, but without Landlord's consent) to an entity controlled by, controlling or under common control with Tenant, or to an entity which acquires all or substantially all of the assets of Tenant. Each assignment to which there has been consent shall be by an instrument in writing in a form satisfactory to Landlord, and shall be executed by the transferor, assignor, sublessor, licensor, concessionaire, hypothecator or mortgagor and the transferee, assignee, sublessee, licensee, concessionaire or mortgagee in such instance, as the case may be and each such transferee, assignee, sublessee, licensee, concessionaire or mortgagee shall agree in writing for the benefit of the Landlord herein to assume, to be bound by, and to perform the terms, covenants, and conditions of this Lease to be done, kept and performed by Tenant, including the payment of all amounts due or to become due under this Lease directly to Landlord. One (1) executed copy of such written instrument shall be delivered to Landlord. Failure to first obtain in writing Landlord's consent or failure to comply with the provisions of this Section shall operate to prevent any such Assignment from becoming effective. If Tenant assigns its interest in this Lease, or sublets the leased premises, then the rent due hereunder shall be increased, effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior of the date of such assignment or subletting, to the rental payable by the assignee or sublessee pursuant to such assignmentassignment or sublease, transfer if greater than the rent otherwise due hereunder. In no event shall the monthly rental after such assignment or sublease and unless subletting be less than the monthly rental specified in Article III hereof. Tenant shall also pay all sums due from Lessee, together with any costs to Lessor to cover reasonable legal fees and other expenses of Lessor costs incurred by Landlord in connection with such assignment, transfer Landlord's consideration of Tenant's request for approval of assignments or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseesubleases.

Assignment or Sublease. Lessee may not In the event Tenant should desire to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such desire at least TEN (10) days in advance of the date on which Tenant desires to make such assignment or sublet. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease upon request to Tenant. Landlord shall then have a period to TEN (10) days following receipt of such notice within which to notify Tenant in writing that landlord elects (i) to permit Tenant to assign or transfer sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, EXHIBIT B or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within said 10-day period, Landlord shall be deemed to have elected option (i) above. Any rent or other consideration realized by Tenant under any such sublease and assignment in excess of the monthly rental installments payable hereunder, less reasonable subletting and assignment costs, shall be divided and paid SIXTY percent (60%) to Landlord and FORTY percent (40%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Agreement Lease. Any assignment or any interest therein, subletting which conflicts with the provisions hereof shall be void. Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignmentwithheld or delayed, transfer provided and upon condition that: (a) In Landlord's reasonable judgement, the proposed assignee or subtenant is engaged in such a business, and the Premises, or the relevant part thereof, will be used in such a manner, the DOES NOT MATERIALLY VARY FROM the use expressly permitted under this Lease; (b) The proposed assignee or subtenant is a reputable company with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof; (c) The proposed sublease shall be effective as against Lessor in form reasonably satisfactory to Landlord; (d) Tenant shall reimburse Landlord on demand for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any REASONABLE costs to Lessor to cover reasonable legal and other expenses of Lessor that may be incurred by Landlord in connection with such assignment, transfer said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (e) Tenant shall not have been paid advertised or publicized in any way the availability of the Premises without prior notice to, and approval by, Landlord. Such sublease or assignment shall be subject to Lessorall of the covenants, agreements, terms, provisions and conditions contained in this Lease. Each Notwithstanding any such sublease or assignment and every attempt the acceptance of rent or additional rent by Landlord from any subtenant or assignee, Tenant shall and will remain fully liable for the payment of the rent and additional rent due, and to assignbecome due, transferhereunder, subleasefor the performance of all of the covenants, encumber or hypothecate agreements, terms, provisions and conditions contained in this Agreement Lease on the part of Tenant to be performed and for all acts and omissions of any licensee, subtenant, assignee or any interest therein other person claiming under or through any subtenant, that shall be in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance violation of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor any of the restrictions obligations of this paragraph as to subsequent attempts to assignLease, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee any such violation shall be deemed to include their respective heirsbe a violation by Tenant. Tenant shall further indemnify, successorsdefend and hold Landlord harmless from and against any and all losses, assignsliabilities, transferees damages, costs and sublesseesexpenses (including reasonable EXHIBIT B attorney fees) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant or by any real estate brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. In the event of Tenant's default, Tenant hereby assigns all rents due from any assignment or subletting to Landlord as security for performance of its obligations under this Lease and Landlord may collect such rents except that Tenant may collect such rents unless a default occurs. Any assignment or transfer shall be made only if and shall not be effective until the assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, whereby the assignee shall assume all of the obligations of this Lease on the part of Tenant to be performed or observed, SUBJECT, HOWEVER, TO THE AGREEMENT OF LANDLORD THAT SUCH SUBTENANT OR ASSIGNEE SHALL AND MAY PEACEABLY AND QUIETLY HAVE, HOLD AND ENJOY THE PREMISES OR A PORTION THEREOF DURING THE TERM OF THE SUBLEASE WITHOUT ANY HINDERANCE FROM ANY PERSON WHOMSOEVER. The termstermination of this Lease due to Tenant's default shall not automatically terminate any assignment or sublease then in existence. At the election of Landlord, conditions the assignee or subtenant shall attorn to Landlord and covenants contained in this Agreement Landlord shall apply toundertake the obligations of the Tenant under the sublease or assignment; provided the Landlord shall not be liable for prepaid rent, inure security deposits or other defaults of the Tenant to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole subtenant or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseeassignee.

Assignment or Sublease. Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoeverand assign, in whole or in part, all of its rights and obligations hereunder and in the Sitebuilding and property that are the subject of this Lease. Lessee shall not assign this Lease or sublet all or any part of the Premises without Lessor’s prior written consent which consent will not be unreasonably withheld or delayed. The transfer of a majority of shares, and or partnership interests, or any other beneficial interests in such event Lessor shall the Lessee in Lessee will be released from any further obligations hereunder and deemed an assignment in violation of this Lease. Without limiting the successor-in-interest generality of the foregoing, Lessor shall have the option, upon receipt from Lessee of written request for Lessor’s consent to subletting or assignment, setting forth the date that the requested subletting or assignment is to be effective, to cancel this Lease as of such date. The option shall be exercised, if at all, within fifteen (15) days following Lessor’s receipt of such written request by delivery to Lessee of written notice of Lessor’s intention to exercise the option. Notwithstanding the foregoing or any other provision contained herein to the contrary, Lessor acknowledges and agrees that Lessee may assign its interest under this Lease or sublet all or any portion of the rights Premises to any entity controlling or controlled by or under common control with Lessee or any successor to Lessee by purchase, merger, consolidation or reorganization (hereinafter, collectively referred to as a “Permitted Transfer”); provided (i) Lessee is not then in default under this Lease beyond any applicable notice and cure period, (ii) the Premises are not in any way adversely affected by the assignment or subletting. In the event of any assignment of subletting, Lessee shall nevertheless at all times remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations hereunder under the terms, provisions and covenants of this Lease. In the event of any sublease or assignment of all or any portion of the Premises where the rent in the Site sublease or assignment exceeds the rent or pro rate portion of the rent, as the case may be, for such space in the Lease, Lessee shall pay the Lessor monthly, as additional rent, at the same time as the monthly installments or rent hereunder, one-half (1/2) of the excess rent paid for the sublease or assignment over the rent in this Lease applicable to the subleased or assigned space. Lessor’s approval of any subtenant or assignee is conditioned upon there being no additional compliance required with respect all laws, rules and regulations of any governmental authority required of either the Lessor or the Lessee and such approval shall create no responsibility or liability on the part of the Lessor for any non-compliance with laws, rules and regulations of any governmental authority. Upon the occurrence of an “event of default” as defined below, if all or any part of the Premises are then assigned or sublet, Lessor, in addition to Lesseeany other remedies provided by this Lease or provided by law, may at its option, collect directly from the assignee or subtenants all rents becoming due to Lessee by reason of the assignment or sublease, and Lessor shall have a security interest in all properties on the Premises to secure payment of such sums. Any collection directly by Lessor from any assignee or subtenant shall not be construed to constitute a novation or a release of Lessee from the further performance of its obligations under this Lease.

Assignment or Sublease. Lessee may Tenant shall not assign assign, mortgage, encumber or otherwise transfer this Agreement Lease or sublet the whole or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein part of the Premises without in each case first obtaining the prior written consent of LessorLandlord's Executive Director, which consent shall will be within the Executive Director's sole discretion. Notwithstanding the foregoing, Tenant may sublease portions of the Premises not being utilized by Tenant with Landlord's prior written consent, which will not be unreasonably withheld. Landlord may condition its consent upon an increase in the Rent payable hereunder in an amount equal to any subrental or other consideration received by Tenant as a result of the subletting or assignment which is in excess of the Rent provided in Section 1(g) herein. No assignment, subletting or other transfer or sublease shall be effective as against Lessor for relieve Tenant of any purpose unless Lessor shall have consented thereto in writing prior liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in transfer. In connection with each request for an assignment or subletting, Tenant shall: (i) submit in writing to Landlord the name and legal composition of the proposed subtenant or assignee, the nature of the proposed subtenant's or assignee's business to be carried on the Premises, the terms and provisions of the proposed sublease or assignment and such reasonable financial information as Landlord may request concerning the proposed subtenant or assignee; and (ii) pay the reasonable cost of processing such assignment or subletting, including attorneys' fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. However, Tenant may upon written notice to Landlord, but without Landlord's consent, sublet all or any portion of the Premises or assign the Lease to (a) a subsidiary, parent, affiliate, division or corporation controlled by or under common control with Tenant; (b) a successor corporation related to Tenant by merger, consolidation, reorganization or government action; (c) an entity which acquires all or substantially all of the assets of Tenant; or (d) upon prior written notice to Landlord, to a party that acquires Tenant's leasehold interest, provided that Tenant shall remain liable for the financial performance pursuant to the Lease (collectively "Permitted Transferee"). Landlord shall be entitled to receive any consideration in excess of the Rent due under the Lease ("Transfer Premium") with respect to any Permitted Transfer to any assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber mortgage or hypothecate encumbrance that Landlord consents to. Tenant shall pay Landlord any Transfer Premium hereunder within ten (10) days after such consideration is received by Tenant. Landlord shall also have the right at any time during the Term to terminate the Lease and recapture the Premises or a portion of the Premises by giving written notice to Tenant within thirty (30) days after receiving Tenant's written notice of any Permitted Transfer. Any transfer of this Agreement Lease by merger, consolidation or liquidation, or any interest therein change in the ownership of, or power to vote, a manner contrary majority of its outstanding stock shall constitute an assignment for the purposes of this Section. Provided, however, if Tenant's stock becomes publicly held and Tenant provides Landlord with written notice thereof within thirty (30) days of the date of such transfers, the transfers of such stock from private to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee public ownership shall not be deemed a waiver by Lessor of the restrictions an assignment for purposes of this paragraph as to subsequent attempts to assign, Section. Any transfer of this Lease by liquidation or sublease involuntary transfer shall constitute an assignment for the purpose of this Section. This Lease or any interest thereunder shall not be assignable or transferable by Lessee operation of law or Lessee's heirs, successors, assigns, transfers by any process or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit proceeding of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole court or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseeotherwise.

Assignment or Sublease. Lessee may Tenant shall not assign assign, mortgage, encumber or otherwise transfer this Agreement Lease nor sublet the whole or any interest thereinpart of the Premises without in each case first obtaining Landlord's prior written consent. Any and all costs incurred with space reconfiguration or redistribution and or (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, subtenant, or other transferee (i) is not consistent with the maintenance and operation of a first class office building due to the nature of the proposed occupant's business or manner of conducting business or its experience or reputation in the community, or (ii) is likely to cause disturbance to the normal use and occupancy of the Building, (iii) the financial condition of the proposed Transferee is not at least as strong as Tenant in Landlord's reasonable judgment unless Tenant is not relieved of liability on this Lease as a result of such assignment or sublease and Rent and Additional Rent is paid by Tenant and not by proposed sublessee or assignee; (2) Landlord may withhold in its absolute and sole discretion consent to any mortgage, hypothecation, pledge, or other encumbrance of any interest covered in this Lease or tile Premises by this Agreement or encumber, hypothecate or otherwise give as security this Agreement Tenant or any interest therein without subtenant; (3) Landlord may withhold its consent to the prior written consent extent it deems necessary to comply with any restriction on use of Lessorthe Premises, tile Building, or the Land contained in any applicable laws or in any lease, mortgage, or other agreement or instrument by which consent shall not be unreasonably withheldtile Landlord is bound or to which any of such property is subject. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, subletting or other transfer shall relieve Tenant of any liability under this Lease. Consent to any such assignment, subletting or sublease and unless all sums due from Lesseetransfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, together with any costs subletting or transfer. Each request for an assignment or subletting must be accompanied by a Processing Fee of not to Lessor exceed $1,000 in order to cover reasonable legal and other expenses of Lessor reimburse Landlord for expenses, including attorneys' fees, incurred in connection with such assignmentrequest ("Processing Fee"). Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments and other information regarding the transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder agreement and the successor-in-interest of Lessor shall have all proposed Transferee as is requested by the rights and obligations hereunder and in the Site with respect to LesseeLandlord acting reasonably.

Assignment or Sublease. Lessee may Tenant shall not assign this Lease or transfer this Agreement sublet ---------------------- the whole or any interest thereinpart of the Leased Premises, sublease or permit any interest covered by this Agreement or encumberother person except agents and employees of Tenant to occupy the Leased Premises, hypothecate or otherwise give as security this Agreement or any interest therein part thereof, without the prior written consent of LessorLandlord, which consent shall may not be unreasonably withheld. No The term "assign" as used herein shall include (i) any assignment of a part interest in this Lease, (ii) any assignment from any co- tenant to another, (iii) any change in control or ownership of Tenant, and (iv) if Tenant is a corporation, any type of transfer or assignment, transfer whether by merger, consolidation, liquidation or sublease otherwise, or any change in the ownership or control to vote a majority of Tenant's outstanding voting stock. Any proposed use to be made of the Leased Premises by any permitted assignee or subtenant must be consistent with the use contemplated hereunder, and must be consistent with the use allowed under any applicable laws, orders or regulations of governmental authorities. Consent of Landlord to one or more assignments or subleases shall be effective not operate as against Lessor a release of Tenant's obligations hereunder, or as a waiver of Landlord's rights under this paragraph to deny any subsequent requests for assignment or subletting. Tenant agrees to reimburse Landlord up to $500.00 for all reasonable expenses incurred in connection with any purpose unless Lessor assignment or subletting, including but not limited to attorneys' fees, lender approval fees, management fees and a processing fee. Landlord shall have consented thereto in writing prior the unlimited right to assign or collaterally assign its interest under this Lease or the rent reserved hereunder, or to sell or otherwise transfer the Shopping Center or any portion thereof. In the event of any such assignment, sale or transfer (except by way of security only), including a sale by foreclosure or sublease deed in lieu thereof, Landlord shall be entirely relieved of any and unless all sums due from Lesseeliability under the terms and conditions of this Lease that accrue after the date of the assignment, together with sale or transfer; provided that any costs to Lessor to cover reasonable legal and other expenses funds in the hands of Lessor in connection with Landlord at the time of such assignment, transfer sale or subleasetransfer, in which Tenant has an interest, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure turned over to the benefit assignee or transferee. In the event of any such sale, Tenant shall attorn to and be binding upon become the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessortenant of Landlord's right to transfer and/or assign successor in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseeinterest.

Assignment or Sublease. Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent (a) Tenant shall not be unreasonably withheld. No assignment, transfer voluntarily or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses by operation of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to law assign, transfer or encumber (collectively "Assign") or sublet all or any part of Tenant's interest in this Lease or in the Leased Premises without Landlord's prior written consent given under and subject to the terms of this Section 5.06. Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant agree as follows, Tenant may assign this Lease or sublet the Leased Premises, or any portion thereof, without Landlord's consent and without being subjected to Section 5.06(c) or (e) below (but with prior written notice to Landlord as discussed below): (i) an entity controlling, controlled by or under common control with Tenant, (ii) a successor entity related to Tenant by merger, consolidation, reorganization or government action, or (iii) a purchaser of substantially all of Tenant's assets located in the Leased Premises. (b) If Tenant desires to Assign this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such intent. Tenant's notice shall specify the date the proposed assignment or sublease would be effective and be accompanied by Lessee information pertinent to Landlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or Lessee's heirssubtenant, successorsincluding, assignswithout limitation, transfers or sublessees. As used hereinits name, business and financial condition, financial details of the proposed transfer, the terms Lessor intended use (including any modification) of the Leased Premises, and Lessee exact copies of all of the proposed agreement(s) between Tenant and the proposed assignee or subtenant. Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested (within ten (10) days after receiving Tenant's notice) by Landlord, and (ii) an opportunity to meet and interview the proposed assignee or subtenant, if requested by Landlord. (c) Landlord shall have a period of ten (10) business days following such interview and receipt of such additional information (or fifteen (15) business days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that Landlord elects either (i) to terminate this Lease as to the space so affected as of the effective date specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, or (ii) to permit Tenant to Assign this Lease or sublet such space, subject, however, to prior written approval of the proposed assignee or sublessee by Landlord, such consent not to be unreasonably withheld so long as the use of the Leased Premises by such proposed assignee or sublessee would be a Permitted Use (unless otherwise approved by Landlord), the proposed assignee or sublessee is of sound financial condition as determined by Landlord in its reasonable discretion, the proposed assignee executes such reasonable assumption documentation as Landlord shall require, and the proposed assignee or sublessee is not already a tenant in the Building. Notwithstanding the foregoing, if Landlord elects option (i) above, Tenant may elect to withdraw Tenant's request to sublet or assign such portion of the Leased Premises by written notice to Landlord given on or before the date which is five (5) business days following Landlord's notice to Tenant of its intent to recapture such space. Upon such notice by Tenant, Landlord's election to recapture the subject space in that instance shall be null and void and Tenant shall retain possession of such subject space. If Landlord fails to notify Tenant in writing of such election within said period, Landlord shall be deemed to include their respective heirshave waived option (i) above, successorsbut written approval by Landlord of the proposed assignee or sublessee shall still be required. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Lease. (d) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, assignsTenant shall pay Landlord a processing fee of $250.00 and shall reimburse Landlord for Landlord's reasonable attorneys' fees incurred in connection therewith not to exceed $1,000. All such fees shall be deemed Additional Rent under this Lease. (e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of the Rent payable hereunder, transferees after recovery of the reasonable cost of Tenant Extra Improvements for which Tenant has paid and sublessees. The termsreasonable subletting and assignment costs, conditions including without limitation any broker's commissions, attorneys' fees and covenants contained remodeling fees shall be divided and paid as follows: forty percent (40%) to Tenant and sixty percent (60%) to Landlord. (f) In any event in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's which Landlord has no right to transfer and/or assign in recapture, Tenant shall diligently seek to obtain not less than fair market rent for the space to sublet. In any manner whatsoever, assignment of this Lease in whole or in part, all Tenant shall seek to obtain from the assignee consideration reflecting a value of its rights not less than fair market rent for the space subject to such assignment. (g) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. However, Landlord may consent to subsequent assignments and obligations hereunder sublettings of the Lease or sublease or amendments or modifications thereto, without notifying Tenant or any other party liable on the Lease or sublease and without obtaining their consent. Such action shall not relieve Tenant or any such other party from liability under this Lease or a sublease. (h) No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. In the event of default by an assignee or subtenant of Tenant or any successor of Tenant in the Siteperformance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any assignment or subletting which conflicts with the provisions hereof shall be void and, at Landlord's option, shall constitute a default under this Lease. (i) Notwithstanding any other provision of this Section 5.06 (other than Section 5.06(i)), Tenant shall have the right to sublease up to 15,896 square feet of space within the Existing Premises for a sublease term that does not exceed the first twenty-four (24) months following the Term Commencement Date of the Existing Premises, and in such event Lessor Tenant shall be released allowed to keep any excess rent derived from such sublease and Landlord shall not have the right to recapture the subleased premises during such initial twenty-four (24) month period. Tenant shall also have the right to sublease all or any further obligations hereunder portion of the Expansion Premises for a sublease term that does not extend beyond the last day of the eighteenth (18th) month of the Term for the Expansion Premises, and Tenant shall be allowed to keep any excess rent derived from such sublease and Landlord shall not have the successor-in-interest of Lessor shall have all right to recapture the rights and obligations hereunder and in the Site with respect to Lesseesubleased premises during such initial eighteen (18) month period.

Assignment or Sublease. Lessee may Tenant shall not assign assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or any interest therein, nor sublease the whole or any interest covered by part of the Leased Premises, nor shall this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to Tenant's sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord's consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer or sublease shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be effective as against Lessor for deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any purpose unless Lessor shall have consented thereto in writing prior to such assignmentcorporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or sublease other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and unless all sums due from Lessee, together with (v) a change in control in any costs to Lessor to cover reasonable legal and other expenses partnership tenant. The acceptance by Landlord of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee amounts following any transaction prohibited hereunder shall not be deemed to be a waiver consent by Lessor of Landlord nor shall the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall same be deemed to include their respective heirsbe a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, successorssubleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, assignssubleasing or transfer. If Landlord's consent is requested for an assignment or sublease of all or a portion of the Leased Premises, transferees and sublessees. The terms, conditions and covenants contained in this Agreement Landlord shall apply to, inure to have the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site terminate this Lease with respect to Lesseethat portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. Lessee may not assign or transfer this Agreement sublet all or any portion of the Premises or assign its interest thereinin this Lease, provided that Lessee obtains the prior written consent of Lessor. Lessor shall not unreasonably withhold, condition or delay its consent to such an assignment or subletting, including any customary assignment or sublease documents. Lessor's consent to one assignment or subletting shall not be deemed a consent to one assignment or subletting shall not be deemed a consent to any interest covered by this Agreement subsequent assignment or encumber, hypothecate subletting. Any assignment or otherwise give as security this Agreement or any interest therein subletting without the prior written consent of Lessor shall be void and shall, at the option of Lessor, which consent shall not be unreasonably withheldterminate this Lease. No assignment, transfer If Lessor holds an interest in any portion of the security delivered to Lessor under Section 1.9 above and Lessee enters into any assignment or sublease during the last five (5) years of the Lease Term, then fifty percent (50%) of all rents received by Lessee in excess of the Base Rent then due and payable by Lessee under this Lease, the cost of Lessee's maintenance and repair obligations under this Lease and the costs and expenses incurred by Lessee to assign or sublease the Premises shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid delivered to Lessor. Each and every attempt If Lessor does not hold an interest in any portion of the security delivered to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary Lessor under Section 1.9 above due to that Lessee's satisfaction of the conditions set forth herein may be deemed a default therein and Lessee enters into any assignment or sublease during the last five (5) years of the Lease Term, then fifty percent (50%) of all rents received by Lessee hereunder. Lessorin excess of the Base Rent then due and payable by Lessee under this Lease, the cost of Lessee's consent maintenance and repair obligations under this Lease, the cost of Lessee's insurance obligations under this Lease, the cost of Lessee's property tax obligations under this Lease and the costs and expenses incurred by Lessee to one assignment, transfer assign or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Premises shall be deemed delivered to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.

Assignment or Sublease. Lessee may Tenant shall not assign assign, mortgage, encumber or otherwise transfer this Agreement Lease nor sublet the whole or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein part of the Premises without the prior in each case first obtaining Landlord's written consent of Lessor, which consent shall not may be unreasonably withheldwithheld at Landlord's sole discretion. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, subletting or other transfer shall relieve Tenant of any liability under this Lease. Consent to any such assignment, subletting or sublease other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. If such consent is requested, Landlord reserves the right to terminate this Lease, or, if consent is requested for subletting less than the entire Premises, to terminate this Lease with respect to the portion for which such consent is requested, at the proposed effective date of such subletting, in which event Landlord shall enter into the relationship of landlord and unless all sums due from Lessee, together tenant with any costs such subtenant or assignee, based on the rent (and/or other compensation) and the term agreed to Lessor by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. Each request for an assignment or subletting must be accompanied by a processing fee of $250 in order to cover reasonable legal and other expenses of Lessor reimburse Landlord for expenses, including attorneys fees, incurred in connection with such assignmentrequest. If Tenant is a corporation, any transfer of this Lease by merger, consolidation or subleaseliquidation, or any change in the ownership of, or power to vote, a majority of its outstanding voting stock, shall have been paid to Lessorconstitute an assignment for the purpose of this Section. Each and every attempt to assignIf Tenant is a partnership, transferany transfer of this Lease by merger, subleaseconsolidation, encumber or hypothecate this Agreement liquidation, dissolution, or any interest therein change in the ownership of a manner majority of the partnership interests shall constitute an assignment for the purpose of this Section. Notwithstanding anything to the contrary in the foregoing, Tenant shall have the right to assign or sublease to related entities, provided that set forth herein may be deemed a default at least 50% of the general partnership interests in each related entity are owned by Lessee hereunderthe same people who own at least 50% of the general partnership interests in Tenant at the time of execution of this Lease. Lessor's Landlord has given its consent to one assignmentTenant subleasing to Cable, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeXxxxx & Xxxxxx.

Assignment or Sublease. Lessee may not assign 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or transfer encumber this Agreement Lease or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement and shall not sublet the said Demised Premises or any interest therein part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of Lessor, which consent shall not be unreasonably withheldLandlord. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's A consent to one assignment, transfer subletting, occupation or sublease use by Lessee or acceptance of performance from an assignee, transferee or sublessee any other person shall not be deemed to be a waiver consent to any subsequent assignment, subletting, occupation or use by Lessor another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the restrictions Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph as unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublesseesmake an informed judgment. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of Tenant acknowledges that its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site sole remedy with respect to Lesseeany assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns. 17.2 Notwithstanding the foregoing in Section 17.1, no Landlord consent shall be required: (a) for subleases or assignments to affiliates or subsidiaries of the Tenant or becomes a publicly traded entity on a United States stock exchange, provided that Tenant shall provide Landlord with thirty (30) days advanced notice with sufficient information to confirm that: (i) there shall be no change in the permitted use of the Demised Premises, (ii) Tenant shall remain liable jointly and severally with the assignee/subleasee for payment and performance of all Tenant obligations under this Lease, (iii) the proposed assignment/sublease shall not impair Landlord’s security, and (iv) the proposed assignee or subtenant shall not introduce any new Hazardous Substances onto Landlord’s Premises in violation of applicable laws which is inconsistent with the existing operations of Tenant at the Landlord’s Premises; (b) for any assignment to any successor to Tenant by purchase, merger, consolidation or reorganization; and (c) if Tenant becomes a publicly traded entity on a United States stock exchange.

Assignment or Sublease. Lessee may Tenant shall not assign assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or any interest therein, nor sublease the whole or any interest covered by part of the Leased Premises, nor shall this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignmentassigmnent, subleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or sublease shall be effective as against Lessor for other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with partnership tenant. The acceptance by Landlord of any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or amounts following any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee transaction prohibited hereunder shall not be deemed to be a waiver consent by Lessor of Landlord nor shall the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall same be deemed to include their respective heirsbe a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, successorssubleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, assignssubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, transferees and sublessees. The terms, conditions and covenants contained in this Agreement Landlord shall apply to, inure to have the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site terminate this Lease with respect to Lesseethat portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. Lessee may Tenant shall not assign assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or any interest therein, nor sublease the whole or any interest covered by part of the Leased Premises, nor shall this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer or sublease shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be effective as against Lessor for deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any purpose unless Lessor shall have consented thereto in writing prior to such assignmentcorporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or sublease other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all Xxxxxxxxxx.xxx NNN Lease 23 or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and unless all sums due from Lessee, together with (v) a change in control in any costs to Lessor to cover reasonable legal and other expenses partnership tenant. The acceptance by Landlord of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee amounts following any transaction prohibited hereunder shall not be deemed to be a waiver consent by Lessor of Landlord nor shall the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall same be deemed to include their respective heirsbe a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, successorssubleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, assignssubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, transferees and sublessees. The terms, conditions and covenants contained in this Agreement Landlord shall apply to, inure to have the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site terminate this Lease with respect to Lesseethat portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. Lessee may Tenant shall not assign assign, mortgage, encumber or otherwise transfer this Agreement Lease or sublet the whole or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein part of the Premises without the in each case first obtaining Landlord’s prior written consent of Lessor, which consent. Such consent shall not be unreasonably withheld, conditioned or delayed. It shall not be deemed unreasonable for Landlord to withhold its consent if in Landlord’s reasonable judgment occupancy by any proposed assignee, subtenant or other transferee: (i) is not consistent with the maintenance and operation of a first class office building due to the proposed occupant’s nature or manner of conducting business, (ii) is likely to cause disturbance to the customary use and occupancy of the Buildings by other tenants, their employees, customers, clients or other guests or visitors, or (iii) is not reasonably deemed by Landlord to be financially responsible. Landlord may withhold, in its absolute and sole discretion, consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease by Tenant or any subtenant, whereby this Lease or any interest therein becomes collateral for any obligation of Tenant or any other person. Further, Landlord may withhold its consent, in its absolute and sole discretion, for any assignment or sublease to an existing tenant in the Buildings or to any prospective tenant with whom Landlord had recently had negotiations regarding space in the Buildings, so long as Landlord has competing space available. Finally, Landlord may withhold its consent to the extent Landlord determines necessary to comply with a restriction on use of the Premises, the Buildings or the Property contained in any lease, mortgage, or other agreement or instrument that was in effect on the Effective Date of this Lease and by which the Landlord is bound or to which any of such property is subject. No assignment, subletting or other transfer or sublease shall be effective as against Lessor for relieve Tenant of any purpose unless Lessor shall have consented thereto in writing prior liability under this Lease. Consent to any such assignment, subletting or transfer or sublease and unless all sums due from Lessee, together with shall not operate as a waiver of the necessity for consent to any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such subsequent assignment, transfer subletting or subleasetransfer. Notwithstanding anything to the contrary in this Article 19, Tenant may assign this Lease without Landlord’s consent as follows (each of which is a “Permitted Transfer”): (a) to an affiliate or an entity under common ownership or control with Tenant, (b) to any entity with which Tenant is merging, or (c) to a person or entity that purchases all or substantially all of Tenant’s assets or all or substantially all of the ownership interests in Tenant. Landlord reserves the right to terminate this Lease in the event that Landlord receives from Tenant a written request for assignment or subletting of this Lease or more than fifty percent (50%) of the Premises by Tenant, except that Landlord shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's no such right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseea Permitted Transfer. In the event more than fifty percent of the Premises but less than the entire Premises are to be subleased, Landlord retains the right to terminate this Lease with respect to the portion of the Premises for which such consent is requested, at the proposed effective date of such subletting, in which event Landlord shall enter into the relationship of Landlord and Tenant with any such subtenant or assignee as to the subleased portion, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. Notwithstanding anything to the contrary herein, Landlord may only exercise the termination right described in this Section upon delivery of written notice to Tenant informing Tenant of Landlord’s intent to terminate and recapture. Tenant shall have ten (10) days after delivery of Landlord’s notice of same to rescind Tenant’s request from assignment or sublease in writing delivered to Landlord. If Tenant sends a timely rescission then Landlord’s notice of termination and recapture shall be nullified and of no further force and effect. In connection with an assignment or subletting for which Landlord’s consent is required, Tenant shall pay the reasonable cost of processing such assignment or subletting, including attorneys’ fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments.

Assignment or Sublease. Lessee may (a) Tenant shall not assign or transfer encumber its interest in this Agreement Lease or the Premises or sublease all or any interest thereinpart of the Premises or allow any other person or entity (except Tenant's authorized representatives, sublease any interest covered by this Agreement employees, invitees, or encumber, hypothecate guests) to occupy or otherwise give as security this Agreement use all or any interest therein part of the Premises without first obtaining Landlord's consent which Landlord shall not unreasonably withhold. Landlord shall be deemed reasonable in withholding its consent 12 December 16, 1995 if it determines in its sole discretion that: (i) the prior financial net worth of the proposed assignee or sublessee is not equal to or greater than Tenant's financial net worth as of the date of this Lease as increased by the increase in the Consumer Price Index, if any, between the date of this Lease and the date of the assignment or sublease; (ii) the intended use of the Premises by the proposed assignee or sublessee is inconsistent or incompatible or competes with other uses in the Project; (iii) the intended use of the Premises by the proposed assignee or sublessee will require more than insignificant alteration (as defined in Paragraph 16.b of the Lease) of the Premises; (iv) the intended use of the Premises by the proposed assignee or sublessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of Hazardous Materials (in addition to permitted Hazardous Materials as defined in Exhibit H attached hereto) in, on or about the Premises, the Common Areas or any other portion of the Project. Any assignment, encumbrance or sublease without Landlord's written consent of Lessorshall be voidable and at Landlord's election, which shall constitute a default. Landlord's waiver or consent to any assignment or subletting shall not relieve Tenant or any assignee or sublessee from any obligation under this Lease whether or not accrued. (b) If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be unreasonably withhelddeemed a voluntary assignment. No If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant's capital stock issued, transfer outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations the stock of which is traded through a public exchange. If Landlord shall consent to any assignment or sublease of this Lease, one-half (1/2) of all sums and other consideration payable to or for the benefit of the Tenant from its assignee or subtenant in excess of the rent payable by Tenant to Landlord under this Lease, or in the case of a sublease, in excess of the rent fairly allocable to such subleased portion as reasonably determined by Landlord, shall be effective paid to Landlord, as against Lessor for any purpose unless Lessor and when such sums are due and payable. Tenant shall have consented thereto in writing prior be permitted to such assignmentdeduct brokerage commissions (as reasonably determined by local market conditions) actually paid by Tenant and attorney's fees (attorney's fees not to exceed $5,000.00) actually paid by Tenant from the excess paid to Landlord. If Tenant requests Landlord to consent to a proposed assignment or subletting Tenant shall pay to Landlord, transfer whether or sublease and unless all sums due from Lesseenot consent is ultimately given, together with any costs to Lessor to cover $100 or Landlord's reasonable legal and other expenses of Lessor attorneys' fees incurred in connection with such assignmentrequest, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseewhichever is greater.

Assignment or Sublease. Lessee may Tenant shall not assign assign, mortgage, encumber or otherwise transfer this Agreement Lease or sublet the whole or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein part of the Premises without the in each case first obtaining Landlord's prior written consent of Lessor, which consent. Such consent shall not be unreasonably withheld. No assignmentwithheld except: (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, transfer subtenant or sublease shall be effective as against Lessor for other transferee: (i) is not consistent with the maintenance and operation of a first-class office building due to the nature of the proposed occupant's business or the manner of conducting its business or its experience or reputation in the community, or (ii) is likely to cause disturbance to the normal use and occupancy of the Building; (2) Landlord may withhold in its absolute and sole discretion consent to any purpose unless Lessor shall have consented thereto mortgage, hypothecation, pledge or other encumbrance of any interest in writing prior to such assignmentthis Lease or the Premises by Tenant or any subtenant, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate whereby this Agreement Lease or any interest therein in a manner contrary to that set forth herein becomes collateral for any obligation of Tenant; and (3) Landlord may be deemed a default by Lessee hereunder. Lessor's withhold its consent to one the extent Landlord determines necessary to comply with a restriction on use of the Premises, the Building or the Land contained in any lease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any of such property is subject. No such assignment, subletting or other transfer shall relieve Tenant of any liability under this Lease. Consent to any such assignment, subletting or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee transfer shall not be deemed operate as a waiver by Lessor of the restrictions necessity for consent to any subsequent assignment, subletting or transfer. In lieu of this paragraph as to subsequent attempts to assigngranting any such consent, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, Landlord reserves the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoeverterminate this Lease or, in whole or in part, all the case of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest a subletting of Lessor shall have less than all the rights and obligations hereunder and in the Site Premises, to terminate this Lease with respect to Lesseesuch portion of the Premises, as of the proposed effective date of such subletting or assignment, in which event Landlord may enter into the relationship of landlord and tenant with such proposed assignee or subtenant based upon the Rent and other compensation and terms agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In connection with each request for an assignment or subletting, Tenant shall pay $300.00 for the cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. If Tenant is a corporation or partnership, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, or power to vote, a majority of its outstanding voting stock or partnership interests shall constitute an assignment for the purpose of this Section 17.

Assignment or Sublease. In the event Lessee may not should desire to assign this lease or transfer this Agreement sublet the Premises or any interest thereinpart thereof, sublease any interest covered Lessee agrees to give Lessor written notice of such desire (and the proposed effective date thereof) at least THIRTY (30) days in advance of the date on which Lessee desires to make such assignment or sublease. Lessor shall then have a period of FIFTEEN (15) days following receipt of such notice within which to notify Lessee in writing that Lessor elects either (i) to terminate this lease as to the space so affected as of the date so specified by Lessee in which event Lessee will be relieved of all further obligation hereunder as to such space, or (ii) to permit Lessee to assign this Agreement lease or encumbersublet such space, hypothecate subject, however, to written approval of the proposed assignee or otherwise give as security this Agreement or any interest therein without the prior written consent of sublessee by Lessor, which and further subject to the requirement that Lessee enter into written agreements with Lessor, and with Assignee or Sublessee, that any profit realized by Lessee as a result of such assignment or sublease (meaning the consideration agreed upon between Lessee and Assignee or the difference between the rental rate agreed upon between Lessee and Sublessee and the rent then required to be paid under this lease multiplied by the number of months in the term of the sublease) shall, to the extent such profit is immediate, be due and payable by Lessee to Lessor upon the execution of an assignment or sublease, and, to the extent such profit is deferred, be payable to Lessor by Assignee or Sublessee as it accrues, or (iii) to refuse to consent to Lessee's assignment of this lease or sublease of such space and to continue this lease in full force and effect as to the entire Premises. If Lessor should fail to notify Lessee in writing of such election within the stated FIFTEEN (15) day period, Lessor shall not be unreasonably withhelddeemed to have elected option (iii) above. No assignment, transfer consent by Lessor to any assignment or sublease shall be effective as against Lessor for deemed to be consent to a use not permitted under this lease, to any purpose unless Lessor shall have consented thereto act in writing prior violation of this lease, or to such assignment, transfer any other or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer subsequent assignment or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer no assignment or sublease by Lessee or acceptance shall relieve Lessee of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of any obligation under this paragraph as to subsequent attempts to assign, transfer lease. Any attempted assignment or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, in violation of the terms Lessor and Lessee covenants of Section 18 shall be deemed to include their respective heirsvoid. LESSOR SPECIFICALLY APPROVES THE ASSIGNMENT OR SUBLEASE OF ALL OR A PORTION OF THE PREMISES TO AN AFFILIATE OR SUBSIDIARY OF LESSEE AT ANY TIME DURING THE PRIMARY TERM, successorsOR ANY RENEWAL PERIODS WITH WRITTEN NOTICE TO LESSOR PROVIDED (I) USE OF THE PREMISES IS IN KEEPING WITH THE QUALITY OF OTHER USAGES IN THE BUILDING AND (II) SUCH AFFILIATE OR SUBSIDIARY HAS AN EQUAL OR GREATER FINANCIAL STANDING AS DOES LESSEE. WHERE LESSOR'S CONSENT IS REQUIRED, assignsLESSOR WILL NOT UNREASONABLY WITHHOLD OR DELAY SUCH CONSENT. SUBLESSEE'S AND ASSIGNEES SHALL HAVE ACCESS TO USE LESSEE'S DIRECTORY BOARD STRIPS, transferees and sublessees. The termsLESSEE'S ONTRACT PARKING SPACES (AS ALLOTTED) AND AN ADDITIONAL MAILBOX AT AN ADDITIONAL COST, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeIF AVAILABLE.

Assignment or Sublease. Lessee (a) In the event Tenant assigns this Lease or sublets the Leased Premises or any part thereof to a Tenant Affiliate, then Tenant shall give Landlord notice of such assignment or sublease no later than the consummation of such assignment or sublease, unless it is not reasonably possible to give notice by such time, in which event Tenant shall give Landlord notice thereof as soon as reasonably practicable thereafter. Landlord’s approval shall not be required, but Tenant shall, at the time of such notice, provide Landlord with a copy of all executed documents effecting such assignment or sublease. (b) Subject to the provisions hereof, Tenant shall have the right to assign or sublet the Leased Premises, or any portion thereof to a person or entity other than a Tenant Affiliate. In the event Tenant intends to assign this Lease or sublet the Leased Premises or any part thereof to a person or entity other than a Tenant Affiliate, then Tenant shall give Landlord notice of such intent. (1) If Tenant and/or any Tenant Affiliates are in occupancy of at least seventy-five percent (75%) of the Net Rentable Area included in the Leased Premises on the date (“Space Determination Date”) that is (x) the Term Commencement Date (with respect to the period prior to the applicable date under clause (y)) or (y) the Extension Date (if the Swap Option under Article 10 is not exercised) or the Swap Date (if the Swap Option under Article 10 is exercised), any such assignment of this Lease or subletting of the Leased Premises shall be subject to Landlord’s right to consent or withhold consent thereto as hereinafter provided, and Tenant shall provide Landlord with (i) the name of the proposed assignee or sublessee, (ii) such information as to the financial responsibility and standing of the assignee or subtenant as Landlord shall reasonably require, (iii) such of the relevant terms and provisions upon which the proposed assignment or subletting is to be made as Landlord shall reasonably require, (iv) any additional information or documents reasonably requested by Landlord. Landlord shall have a period of ten (10) days following the receipt of any additional information (or twenty (20) days from the date of Tenant’s original notice, if Landlord does not request additional information) within which to notify Tenant whether or not Landlord consents to the proposed assignment or sublease. Landlord’s right to withhold consent to any such proposed assignment or sublease shall be limited to one or more of the following reasons: (x) the use of the Leased Premises by the proposed assignee or sublessee would not constitute a Permitted Use, (y) the character and business reputation of the proposed assignee or sublessee is inconsistent with the character of the Building as a first-class office building, or (z) the proposed assignee or sublessee is not of sound financial condition as determined by Landlord in the reasonable exercise of its business judgment. If Landlord should fail to notify Tenant whether or not Landlord consents to the proposed assignment or sublease within said period, Landlord shall be deemed to have consented thereto. In no event shall a failure by Landlord to approve or disapprove a proposed subtenant or assignee cause a termination of this Lease. (2) If Tenant and/or any Tenant Affiliates are in occupancy of less than seventy-five percent (75%) of the Net Rentable Area included in the Leased Premises on the Space Determination Date, Tenant’s notice to Landlord of its intention to sublet or assign space shall be accompanied by (i) a summary of the proposed business terms (including, without limitation, financial terms) on which Tenant intends to assign this Lease or sublet said space, (ii) the location of the sublet space, if a proposed sublease, and (iii) any additional information or documents as Landlord may reasonably require. Landlord shall have a period of ten (10) days following the receipt of any additional information (or twenty (20) days from the date of the Tenant’s original notice, if Landlord does not request additional information) within which to notify Tenant of Landlord’s election either (i) to terminate that portion of the Leased Premises so affected by Tenant’s desire to sublet or the entire Leased Premises if Tenant’s desire is to assign this Lease, or (ii) permit Tenant to market said space. If Landlord should fail to notify Tenant of its election within said period, Landlord shall be deemed to have allowed Tenant to market said space. If Landlord cancels this Lease as to a portion of the Leased Premises as provided above, Landlord and Tenant shall enter into a modification of the Lease so as to equitably reflect the effects of such cancellation of the space. If Landlord cancels this Lease as to the entire Leased Premises as provided above, Landlord and Tenant shall execute such documents as are reasonably necessary to memorialize such cancellation. If Landlord shall allow Tenant to market said space, when Tenant has located such assignee or sublessee, the Tenant shall notify Landlord in accordance with the provisions of subparagraph (1) above and the other provisions thereof shall apply. (3) Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer this Agreement Lease, nor sublet the Leased Premises or any portion thereof, to any person or entity who is then a tenant or subtenant in the Project or who has executed a lease or sublease to occupy space in the Project, unless at the time Tenant requests Landlord’s consent to assign this Lease or sublet space (i) ninety-five percent (95%) or more of the total rentable area of the Project is subject to leases which have not been terminated by either Landlord or the tenants thereunder, the terms of which extend at least three (3) months beyond the commencement date of the proposed assignment or sublease, or (ii) Landlord reasonably determines that it will be unable to accommodate the proposed assignee’s or sublessee’s need for space anywhere within the Project within three (3) months after the commencement date of the proposed assignment or sublease. (4) Any other assignment or sublease without the consent of Landlord (which may be withheld in Landlord’s sole and absolute discretion) shall be prohibited. (c) Any rent or other consideration realized by Tenant in connection with any sublease or assignment (except pursuant to Section 4.05(a)) in excess of the Rent payable hereunder, after amortization (over the term of such sublease or assignment) of all reasonable costs incurred by Tenant in connection with such subletting or assignment (including, without limitation, brokerage commissions, legal fees, tenant inducements, and reasonable financing charges (the reasonableness of which is to be determined with reference to the rates then being offered by institutional lenders for such financing)), shall be divided and paid as follows: (i) so long as after such assignment or subletting Tenant and/or any Tenant Affiliate shall occupy not less than seventy-five percent (75%) of the Net Rentable Area included in the Leased Premises on the Space Determination Date, fifty percent (50%) of the excess shall be paid to Tenant and fifty percent (50%) to Landlord; and (ii) in all other cases, twenty-five percent (25%) of the excess shall be paid to Tenant and seventy-five percent (75%) to Landlord. (d) In any subletting undertaken by Tenant, other than subletting to Tenant Affiliates or where Landlord agrees to the contrary, Tenant shall seek to obtain rent at the market rate for the space so sublet. In any assignment of this Lease, other than an assignment to a Tenant Affiliate or where Landlord agrees to the contrary, Tenant shall seek to obtain from the assignee consideration reflecting rent at the market rent for the space subject to such assignment. Tenant shall not be obligated to obtain rent at the market rate for the space so sublet or assigned. (e) In the case of each assignment or sublease: (i) Tenant and the assignee or subtenant, as the case may be, shall execute an assignment or sublease which shall include terms that do not materially differ from those previously disclosed to Landlord; (ii) promptly, but in any event within five (5) Business Days after the execution thereof, an executed copy of the assignment or sublease shall be delivered to Landlord; (iii) the terms and provisions of any sublease whereby the sublessee occupies less than seventy-five percent (75%) of the Net Rentable Area included in the Leased Premises on the Space Determination Date shall specifically prohibit the assignment of the interest thereinof the sublessee, sublease or the sub-subletting of all or any interest portion of the Leased Premises covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein the sublease without the prior written consent of Lessorthe Landlord, which consent shall not be unreasonably withheld. No assignment, transfer ; (iv) no assignment or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignmentaffect the continuing primary liability of Tenant (which, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer following assignment or sublease, shall be joint and several with the assignee or subtenant, as the case may be; however, Landlord shall have been paid no obligation to Lessorname any such assignee or sublessee, in connection with enforcing any of Landlord’s rights against Tenant hereunder); (v) no consent by Landlord to any of the for in the specific instance shall operate as a waiver in any subsequent instance; (vi) no assignment or sublease shall permit the assignee, sublessee or any other person or entity having an interest in the possession, use, occupancy or utilization of the Leased Premises, to receive or to pay rental or payment on account of the use, occupancy or utilization of the Leased Premises based in whole or in part on the net income or profits derived by any person or entity from any property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts of sales); and (vii) no assignment shall be binding upon Landlord, unless Tenant shall deliver to Landlord an instrument in form and in substance reasonably satisfactory to Landlord and in recordable form which contains a covenant of assumption by the assignee with respect to the period following the effective date of the assignment running to Landlord and all persons claiming by, through and under Landlord, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its primary liability as Tenant hereunder. Each If Tenant enters into any sublease or assignment, Landlord may from time to time require that such subtenant or assignee agree directly with Landlord to be liable, jointly and severally with Tenant, to the extent of the obligation undertaken by or attributable to such subtenant or assignee, for the performance of Tenant’s agreements under this Lease (including payment of rent and other charges under the sublease or assignment), and every attempt to assign, transfer, sublease, encumber sublease or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed assignment shall so provide. In the event of a default by Lessee hereunder. Lessor's consent Tenant under the Lease, Landlord may collect rent and other charges from the subtenant or assignee and apply the net amount collected to one assignmentthe rent and other charges due under the Lease, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee but no such collection shall not be deemed a waiver by Lessor of the restrictions provisions of this paragraph Section 4.05, or the acceptance of the subtenant or assignee, as to subsequent attempts to assigna tenant, transfer or a release of Tenant from its direct and primary liability for the performance of all of Tenant’s obligations under the Lease. (f) No assignment or sublease by Lessee Tenant shall relieve Tenant of any obligation under this Lease. Any assignment or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, subletting which conflicts with the terms Lessor and Lessee provisions hereof shall be deemed void. (g) If Tenant has obtained Landlord’s consent to include their respective heirsassign this Lease or sublet all or any portion of the Leased Premises, successorsand Tenant has failed to execute an assignment or sublease within six (6) months following the date of Landlord’s consent (which is referred to in Section 4.05(b) above), assignsTenant shall again be obligated to notify Landlord of any intent to assign this Lease or sublet all or any portion of the Leased Premises, transferees and sublessees. The terms, conditions and covenants contained in this Agreement Landlord shall apply to, inure to again have the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign approve any proposed assignment or sublease under Section 4.05(b)(1) and (2) above and, if applicable, to terminate this Lease as to all or a portion of the Leased Premises in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site accordance with respect to LesseeSection 4.05(b)(2) above.

Assignment or Sublease. Lessee may Tenant shall not assign assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or any interest therein, nor sublease the whole or any interest covered by part of the Leased Premises, nor shall this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of LessorLandlord, which consent may be withheld in Landlord’s sole subjective discretion. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be unreasonably withheldidentical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer or sublease shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be effective as against Lessor for deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any purpose unless Lessor shall have consented thereto in writing prior to such assignmentcorporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or sublease other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and unless all sums due from Lessee, together with (v) a change in control in any costs to Lessor to cover reasonable legal and other expenses partnership tenant. The acceptance by Landlord of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee amounts following any transaction prohibited hereunder shall not be deemed to be a waiver consent by Lessor of Landlord nor shall the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall same be deemed to include their respective heirsbe a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, successorssubleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, assignssubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, transferees and sublessees. The terms, conditions and covenants contained in this Agreement Landlord shall apply to, inure to have the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site terminate this Lease with respect to Lesseethat portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. Lessee may Tenant shall not assign assign, mortgage, encumber or otherwise transfer this Agreement Lease or sublet the whole or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein part of the Premises without the in each case first obtaining Landlord's prior written consent of Lessorconsent, which consent shall may not be unreasonably conditioned, delayed or withheld. No In no event shall an assignment, subletting or other transfer or sublease shall be effective as against Lessor for of the Lease relieve Tenant of any purpose unless Lessor shall have consented thereto in writing prior of its obligations under this Lease. Consent to any such assignment, subletting or transfer or sublease and unless all sums due from Lessee, together with shall not operate as a waiver of the necessity for consent to any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such subsequent assignment, transfer subletting or sublease, shall have been paid to Lessortransfer. Each If such consent is requested and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor Tenant has subleased at least fifty percent (50%) of the restrictions net rentable square footage of the Premises at any given time during the term of this paragraph as to subsequent attempts to assignLease, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, Landlord reserves the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoeverterminate this Lease, in whole or in partor, all of its rights and obligations hereunder and in if consent is requested for subletting less than the Siteentire Premises, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site to terminate this Lease with respect to Lesseethe portion for which such consent is requested, at the proposed effective date of such subletting, in which event Landlord shall enter into the relationship of Landlord and Tenant with any such subtenant or assignee, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. If Tenant is a corporation, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of a majority of its outstanding voting stock, or power to vote a majority of its outstanding voting stock, shall constitute an assignment for the purpose of this Section 15; provided, however, for the purposes of this Section 15, a public offering of stock registered with the SEC, shall not constitute a transfer. Notwithstanding any of the foregoing in this Section 15.1, Tenant may merge with or be acquired by another corporation, Landlord's consent will not be unreasonably withheld provided that the successor entity (upon consummation of such transaction) has a net worth at least equal to the net worth of Tenant as of the date of the execution of this Lease. If Tenant is a partnership, any transfer of this Lease by merger, consolidation, liquidation, dissolution, or any change in the ownership of a majority of the partnership interests shall constitute an assignment for the purpose of this Section 15.

Assignment or Sublease. Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor (a) Landlord shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or and assign in this Lease along with any manner whatsoevertransfer or assignment, in whole or in part, all of its Landlord's rights and obligations hereunder and in the SitePremises. In the event that Landlord transfers and assigns this Lease, and in such event Lessor provided that the transferee assumes all of Landlord's obligations under this Lease thereafter accruing, Landlord shall be released from all liability under this Lease arising after the effective date of the assignment. Tenant shall not assign this Lease or sublet all or any further obligations hereunder part of the Premises without the prior written consent of Landlord, which consent shall be unreasonably withheld or delayed. Any request by Tenant for Landlord's consent to an assignment or sublease must be accompanied by: (1) a copy of the proposed assignment or sublease; (2) a written statement as to the proposed assignee or sublessee's intended use of the Premises; (3) a Xxxx and Bradstreet report or an equivalent report of the proposed assignee or sublessee in a form reasonably acceptable to Landlord; (4) financial statements including the most current annual income statement and balance sheet (as defined by generally accepted accounting practices) for the proposed assignee or sublessee (and Landlord shall observe the confidentiality of any such statements which are not public); (5) at the Landlord's discretion, banking and business references for the proposed assignee or sublessee; and (6) a description of the intended use of the Premises by the proposed assignee or sublessee and a satisfactory report from an environmental engineer, satisfactory to Landlord, concerning said use and the successor-in-interest risks of Lessor environmental contamination resulting from the proposed use of the Premises by the assignee or subtenant. Landlord reserves the right to request such other information as reasonably necessary to qualify the proposed assignee or sublessee. Landlord agrees to respond to any request by Tenant for approval of an assignment or subletting within 15 days after receiving the request and the information described above. Notwithstanding the foregoing, Tenant shall have all the rights right to assign or sublet to any wholly owned subsidiary or parent entity without the consent of Landlord, provided that Tenant notifies Landlord in advance and obligations hereunder delivers to Landlord the information regarding the transaction described above. (b) In the event Landlord consents to an assignment or subletting, and in the Site case of any assignment or subletting with respect to Lesseewhich Landlord's consent is not required hereunder, Tenant shall nevertheless at all times remain fully responsible and liable for the payment of rent and for compliance with all other obligations under the terms, conditions and covenants of this Lease. Landlord reserves the right to receive all rental money obtained from the assignment or sublease as the case may be. In the event that Tenant receives payments from an approved assignee or sublessee in excess of the Basic Rent and Additional Rent due under this Lease, Landlord shall be entitled to 50% of such excess over the Tenant's out-of-pocket costs of such assignment or subletting (e.g., space improvement costs and broker's commissions) in addition to the Basic Rent and Additional Rent due under this Lease. Upon the occurrence of an Event of Default (as defined hereinafter), if all or any part of the Premises are then assigned or sublet, Landlord, in addition to any other remedies provided for by this Lease or provided for by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Tenant by reason of the assignment or sublease. Any collection directly by Landlord from the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of its obligations under this Lease.

Assignment or Sublease. Lessee may Tenant shall not assign or transfer encumber its interest in this Agreement Lease or the Premises or sublease all or any interest thereinpart of the Premises or allow any other person or entity (except Tenant's authorized representatives, sublease any interest covered by this Agreement employees, invitees, or encumber, hypothecate guests) to occupy or otherwise give as security this Agreement use all or any interest therein part of the Premises without the prior written consent of Lessorfirst obtaining Landlord's consent, which consent shall not be unreasonably withheld, delayed or conditioned. In determining whether to consent to a proposed assignment or subletting, Landlord may consider any commercially reasonable basis for approving or disapproving the proposed subletting or assignment, including without limitation any of the following: (i) whether the clientele, personnel or foot traffic which will be generated by the business of the proposed assignee or sublessee is consistent in Landlord's reasonable opinion with the businesses of other tenants of the Building or the Project, (ii) whether the proposed assignee has a net worth and financial strength and credit record reasonably satisfactory to Landlord, and (iii) whether the use of the Premises by the proposed assignee or sublessee will violate or create any potential violation of any laws or a breach or violation of any other lease or agreement by which Landlord is bound. No assignment, transfer assignment or sublease shall be effective as against Lessor for any purpose release Tenant from the obligation to perform all obligations under this Lease unless Lessor shall have consented thereto otherwise agreed in writing prior to such by Landlord. Any assignment, transfer encumbrance or sublease without Landlord's written consent shall be voidable and unless at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of directors. The two proceeding sentences shall not apply to corporations the stock of which is traded through an exchange or over the counter. One half (1/2) of any rent received by Tenant from its subtenants or assignees in excess of the Rent payable by Tenant to Landlord under this Lease and of any sums due from Lesseeto be paid by an assignee to Tenant in which is attributable to the leasehold interest, together prepayment of rent or "buying down" rent (less the costs and expenses incurred by Tenant in connection with any costs such sublease or assignment) shall be paid to Lessor Landlord. If at the time of the proposed assignment or subletting, the Project is more than 15% vacant, then Tenant shall not charge less on the proposed assignment or subletting than 95% of the rents being charged by Landlord for similar spaces in the Project. For purposes of this Section 19, the term "similar spaces in the Project" shall mean similar as to cover (i) location of the floors(s) within the Project, (ii) views, (iii) types of tenant improvements and (iv) use. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable legal and other expenses out of Lessor pocket attorney's fees incurred in connection with such request, whichever is greater. Notwithstanding any other provision of this Section 19, Tenant may sublet all or part of the Premises to its parent corporation, if any; any subsidiary corporation of Tenant or its parent corporation; or any corporation or other entity owned or controlled by Tenant, its parent corporation of any subsidiary of Tenant (each an "Affiliate"). Furthermore, Tenant may assign this Lease to any Affiliates, or to any entity resulting from a merger or consolidation with Tenant, provided the assignee's financial condition (i.e., net worth and liquidity) is comparable to that of Tenant immediately preceding the date of the assignment, . No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or sublease, shall have been paid to Lessorintestacy). Each and every attempt of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt party; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to assignwhich Tenant is a party, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary receiver is appointed with authority to that set forth herein may be deemed take possession of the Premises. An involuntary assignment shall constitute a default by Lessee hereunder. Lessor's consent Tenant and Landlord shall have the right to one assignmentelect to terminate this Lease, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee in which case this Lease shall not be deemed a waiver by Lessor treated as an asset of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeTenant.

Assignment or Sublease. Lessee may Tenant shall not assign assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or any interest therein, nor sublease the whole or any interest covered by part of the Leased Premises, nor shall this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer or sublease shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be effective as against Lessor for deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any purpose unless Lessor shall have consented thereto in writing prior to such assignmentcorporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or sublease other significant change in corporate or proprieta1y structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and unless all sums due from Lessee, together with (v) a change in control in any costs to Lessor to cover reasonable legal and other expenses partnership tenant. The acceptance by Landlord of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee amounts following any transaction prohibited hereunder shall not be deemed to be a waiver consent by Lessor of Landlord nor shall the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall same be deemed to include their respective heirsbe a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, successorssubleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, assignssubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, transferees and sublessees. The terms, conditions and covenants contained in this Agreement Landlord shall apply to, inure to have the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site terminate this Lease with respect to Lesseethat portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. Lessee may Tenant shall not assign the Lease or transfer this Agreement sublet the Premises or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein part thereof without the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld. No assignment, transfer Any attempted assignment or sublease by Tenant in violation of the terms and conditions of this paragraph shall be effective as against Lessor for void and of no effect. If Tenant desires to assign this Lease or sublet the Premises or any purpose unless Lessor part thereof, Tenant shall deliver to Landlord written notice thereof (together with all the terms of the proposed assignment or sublease, the identity of the proposed transferee and sufficient financial information regarding the proposed transferee to permit Landlord to evaluate the creditworthiness thereof) at least 30 days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall have consented thereto 7 days following receipt of such notice and information within which to notify Tenant in writing prior that Landlord elects to (i) permit Tenant to assign this Lease or sublet such space; (ii) refuse to consent to such assignment, transfer assignment or sublease and unless to continue this Lease in full force and effect as to the entire Premises, or (iii) terminate this Lease, if Tenant desires to sublet all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of Premises or terminate this paragraph Lease only as to subsequent attempts the proposed subleased space, if the proposed subleased space is less than the entire Premises. If Landlord fails to assignnotify Tenant of its election within such 7 day period, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseeelected option (ii) above.

Assignment or Sublease. Lessee may Tenant shall not assign or transfer this Agreement Lease, or any interest thereinherein, sublease any interest covered by this Agreement or mortgage, pledge, encumber, hypothecate or otherwise give as security this Agreement transfer or sublet or allow any other person, firm or corporation to use or occupy the Premises, or any interest therein part thereof, without the prior written consent of LessorLandlord, which consent shall not be unreasonably withheldwithheld or denied; provided however that Landlord shall have the right to apply such tests and make such investigations as it deems reasonable and necessary in determining the acceptability of any proposed assignee or subtenant, and without limiting the generality of the foregoing, such tests may include the financial background and business history; provided further that Tenant shall provide to Landlord such information as Landlord may reasonably require to enable it to determine the acceptability of the proposed assignee or subtenant, including information concerning all of the foregoing matters, and Landlord shall have no obligation to consent to any assignment or subletting unless it has received from Tenant (at no cost or expense to Landlord) the most recent financial statements (audited if and to the extent available) of the proposed assignee or subtenant and such other information as Landlord reasonably requires (all of the foregoing information is herein sometimes collectively referred to as the "Proposed Transfer Information"). No assignment, transfer It shall be reasonable for Landlord to withhold its consent to any assignment or sublease if (i) Tenant is in default under this Lease beyond any applicable notice and cure period, (ii) the proposed assignee or sublessee is a tenant in the Project and Landlord can accommodate such tenant's space needs in the Project, (iii) the financial responsibility, nature of business, and character of the proposed assignee or subtenant are not all reasonably satisfactory to Landlord, it being agreed that the net worth and credit rating of Tenant shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto taken into account by Landlord in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor its review of the restrictions financial responsibility of the proposed assignee or subtenant, (iv) in the reasonable judgment of Landlord the purpose for which the assignee or subtenant intends to use the Premises (or a portion thereof) is not in keeping with Landlord's standards for the Building or are in violation of the terms of this paragraph as to subsequent attempts to assign, transfer Lease or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.any

Assignment or Sublease. Lessee may not (a) If Tenant intends to assign this Lease or transfer this Agreement sublet the Leased Premises or any interest thereinpart thereof, sublease Tenant shall give Landlord written notice of such intent. Tenant's notice shall set forth the date any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer such assignment or sublease shall commence and be effective as against Lessor for accompanied by an exact copy of the proposed agreements between Tenant and the proposed assignee or subtenant. Tenant shall provide Landlord with (i) any purpose unless Lessor additional information or documents reasonably requested by Landlord, within ten (10) days after receiving Tenant's notice (Landlord hereby acknowledging that Landlord may only request such additional information one time after receiving Tenant's notice), and (ii) an opportunity to meet and interview the proposed assignee or subtenant, if requested by Landlord. (b) Landlord shall then have consented thereto a period of twenty (20) days following such interview and receipt of such additional information (or thirty (30) days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing prior that, subject to subparagraph (c) below, Landlord elects either (A) to terminate this Lease as to the space so affected as of the date so specified by Tenant in its notice under Section 5.07(a) above, in which event Tenant will be relieved of all further obligations hereunder as to such assignmentspace, transfer or sublease and unless all sums due from Lessee(B) to permit Tenant to assign this Lease or sublet such space, together with any costs subject, however, to Lessor to cover reasonable legal and other expenses prior written approval of Lessor in connection with such assignment, transfer the proposed assignee or sublease, shall have been paid to Lessorsublessee by Landlord. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default The approval by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance Landlord of performance from an assignee, transferee the proposed assignee or sublessee shall not to be deemed a waiver by Lessor unreasonably withheld or delayed so long as: (i) the use of the restrictions Leased Premises by such proposed assignee or sublessee would be a Permitted Use; (ii) the proposed assignee or sublessee is of sound financial condition as reasonably determined by Landlord; (iii) the proposed assignee's or sublessee's use will not involve the storage, use, treatment or disposal of any Hazardous Material (except for Permitted Hazardous Materials transported, stored and used in accordance with the provisions of this paragraph as Lease); (iv) the proposed use or the proposed assignee or sublessee would not cause the violation of any covenant or agreement of Landlord to subsequent attempts any third party or would permit any other tenant to assignterminate its lease; and (v) the proposed subtenant or assignee does not then lease or occupy any other space in the Building or if the proposed subtenant or assignee does then lease or occupy space in the Building, transfer or sublease by Lessee or LesseeLandlord cannot itself accommodate such existing occupant's heirsexpansion needs within the Building. If Landlord fails to notify Tenant in writing of such election within said period, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed to include their respective heirshave waived option (A) above, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to but written approval by Landlord of the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole proposed assignee or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor sublessee shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect required. Failure by Landlord to Lessee.approve a

Assignment or Sublease. Lessee may not assign Tenant shall not, either voluntarily or by operation of law, assign, encumber, pledge, or otherwise transfer this Agreement or hypothecate all or any interest thereinpart of Tenant's leasehold estate hereunder, sublease any interest covered or permit the Leased Premises to be occupied by this Agreement anyone other than Tenant or encumberTenant's employees, hypothecate or otherwise give as security this Agreement sublet the Leased Premises or any interest therein portion thereof, without the Landlord's prior written consent of Lessorin every instance, which consent Landlord shall not be unreasonably withheldwithhold, condition or delay. No assignment, transfer or sublease Tenant shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto give Landlord written notice of such desire at least thirty (30) days in writing prior advance of the date on which Tenant desires to make such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer assignment or sublease, which notice shall have been paid include the name, address, evidence of financial capability, and other pertinent information regarding the proposed assignee or sublessee. a. No assignment or subletting by Tenant shall relieve Tenant of any obligations under this Lease Agreement. Any attempted transfer of this Lease Agreement by Tenant without the consent of Landlord shall be null and void and, at the option of Landlord, shall cause termination of this Lease Agreement. The giving of consent by Landlord in one instance shall not preclude the need for Tenant, and its successors and assigns, to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessorobtain Landlord's consent to one assignmentfurther transfers. b. In the event Tenant shall propose to assign or sublet the Leased Premises and request the consent of Landlord to any assignment or subletting, transfer or sublease by Lessee if Tenant shall request consent of Landlord to any other act Tenant proposes to do, as herein provided, then Tenant shall pay Landlord's reasonable attorney's fees incurred in connection therewith. Any assignment or acceptance of performance from an assignee, transferee or sublessee subletting shall not be deemed a waiver by Lessor relieve Tenant from responsibility under the Lease Agreement, and Tenant shall therefore remain liable for the faithful performance of the restrictions Lease Agreement in case of breach or default by assignee or sublessee. c. If the proposed Base Rental between Tenant and any Sublessee is greater the Base Rental of this paragraph as to subsequent attempts to assignlease, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee then such excess rental shall be deemed Additional Rent owed by Tenant to include their respective heirsLandlord. d. Tenant shall not publicly advertise the Rent for which Tenant is willing to sublet the space; and all public advertisements of the assignment of the Lease Agreement or sublet of Leased Premises, successorsor any portion thereof, assignsshall be subject to prior approval in writing by Landlord. e. In any assignment or transfer, transferees each assignee or transferee, other than Landlord, shall assume, as provided herein, all obligations of the Tenant under this Lease Agreement which relate to all or a portion of the Leased Premises assigned or sublet, as the case may be, and sublesseesshall be and remain liable jointly and severally with Tenant for the payment of the Rent and for due performance of all the terms, covenants, conditions, and agreements herein contained on Tenant's part to be performed during the term of this Lease Agreement. f. No consent by Landlord to any assignment or subletting by Tenant shall relieve Tenant of any obligation to be performed by the Tenant under this Lease Agreement, whether accruing before or after such assignment or subletting, unless granted by Landlord to Tenant in writing. The terms, conditions and covenants contained consent by Landlord to any assignment or subletting shall not relieve Tenant from the obligation to obtain Landlord's express written consent to any other assignment or subletting. Any assignment or subletting which is not in compliance with this Lease Agreement shall apply tobe void, inure to and, at the benefit option of and be binding upon the parties hereto and their respective heirsLandlord, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseeconstitute a material default by Tenant under this Lease Agreement.

Assignment or Sublease. Lessee may not assign 13.1 Tenant shall not, directly or transfer this Agreement or any interest thereinindirectly, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, Landlord (which consent shall not be unreasonably withheld), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant. No assignmentTenant shall not, transfer directly or indirectly, without the prior written consent of Landlord, pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a sublease, only insofar as such covenants relate to the portion of the Premises subject to such sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant of all such covenants. Notwithstanding anything to the contrary in this Article 13, Tenant may, without obtaining Landlord's prior consent, assign or sublet this Lease to any entity controlled by or under common control with Tenant or resulting from a merger with Tenant, or to any subsidiary or affiliate of Tenant, but Tenant shall give Landlord prior written notice of any such assignment or sublease. 13.2 If Tenant wishes to assign this Lease or sublease all or any part of the Premises, Tenant shall give written notice to Landlord identifying the intended assignee or subtenant by name and address and specifying all of the terms of the intended assignment or sublease. Tenant's notice shall include the most recent tax returns, profit and loss statement and balance sheet of the intended assignee or subtenant and the intended written assignment or sublease (including true copies thereof). For a period of fifteen (15) days after such written notice is given by Tenaxx, Xxndlord shall have the right, by giving written notice to Tenant, (a) to consent in writing to the intended assignment or sublease, unless Landlord determines not to consent, or (b) in the case of an assignment of this Lease or a sublease of substantially the entire Premises for substantially the balance of the term of this Lease, to terminate this Lease, which termination shall be effective as of the date on which the intended assignment or sublease would have been effective if Landlord had not exercised such termination right. If Landlord fails to respond within fifteen (15) days of written acknowledgment of receipt of Tenant's notice, Tenant shall deliver a second notice to Landlord. If Landlord fails to respond to such second notice within 13.3 If Landlord consents in writing, Tenaxx xxx complete the intended assignment or sublease subject to the following covenants: (a) the assignment or sublease shall be effective on the same terms as against Lessor for set forth in the written notice given by Tenant to Landlord, (b) no assignment or sublease shall be valid and no assignee or subtenant shall take possession of the Premises or any purpose unless Lessor part thereof until an executed duplicate original of such assignment or sublease, in compliance with section 13.1 hereof, has been delivered to Landlord, (c) no assignee or subtenant shall have consented thereto a right further to assign or sublease, and (d) fifty percent (50%) of all "excess rent" (as hereinafter defined) derived from such assignment or sublease shall be paid to Landlord. Such excess rent shall be deemed to be, and shall be paid by Tenant to Landlord as, additional rent. Tenant shall pay such excess rent to Landlord within thirty (30) days after such excess rent is paid to Tenant. As used in writing prior this section 13.3, "excess rent" shall mean the amount by which the total money and other economic consideration to be paid by the assignee or subtenant as a result of an assignment or sublease, whether denominated rent or otherwise, exceeds, in the aggregate, the total amount of rent which Tenant is obligated to pay to Landlord under this Lease (prorated to reflect the rent allocable to the portion of the Premises subject to such assignmentassignment or sublease), transfer less only the commercially reasonable costs paid by Tenant for additional improvements installed in the portion of the Premises subject to such assignment or sublease by Tenant at Tenant's sole cost and unless all sums due from Lessee, together with any costs to Lessor to cover expense for the specific assignee or subtenant in question and commercially reasonable legal and other expenses of Lessor leasing commissions paid by Tenant in connection with such assignment, transfer assignment or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, all reasonable costs incurred by Tenant (in excess of $1,000 per occurrence) in enforcing such assignment or sublease, encumber without deduction for carrying costs due to vacancy or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunderotherwise. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance Such costs of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor additional improvements and Lessee leasing commissions shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to amortized with interest at the benefit rate of and be binding upon ten percent (10%) per annum over the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole term of such assignment or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseesublease.

Assignment or Sublease. Lessee (a) Except to the extent expressly permitted by Section 4.04(h), Tenant may not assign or in any manner transfer or encumber this Agreement Lease or any interest thereinherein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement sublet the Leased Premises or any interest therein part thereof, or grant any license, concession, or other right of occupancy to any portion of the Leased Premises, without the prior written consent of LessorLandlord, which consent may be withheld in Landlord's sole and absolute discretion, except as expressly provided otherwise in Section 4.04(b). If granted, Landlord's consent shall be upon such conditions as Landlord may reasonably impose. Consent by Landlord to any assignment, subletting, use or occupancy, or transfer shall not operate to relieve Tenant from any covenant or obligation hereunder except to the extent, if any, expressly provided for in such consent, nor shall such consent be deemed to relieve Tenant from obtaining Landlord's consent to any subsequent assignment, transfer, lien, charge, subletting, use or occupancy. (b) In the event Tenant desires to assign this Lease or sublet the Leased Premises or any part thereof and Landlord's consent is not required under Section 4.04(h), Tenant shall give Landlord written notice of such desire (and the proposed effective date thereof) at least 30 days in advance of the date on which Tenant desires to make such assignment or sublease and such notice shall include (i) a draft of the proposed assignment or sublease, (ii) the name and address of the proposed subtenant or assignee, (iii) the financial and other significant terms of the proposed sublease or assignment (including a calculation of the Profit (as hereinafter defined), if any, to be realized in the sublease or assignment), (iv) evidence of the financial strength (including audited financial statements if available or other financial statements reasonably satisfactory to Landlord) of the subtenant or assignee and (v) such other information as Landlord may reasonably require (collectively, the "Required Information"). Landlord shall, within 20 days after its receipt of such notice and all the Required Information (such 20-day period shall not commence until Landlord has received all the Required Information), notify Tenant that Landlord either (such notification being "Landlord's Assignment/Subletting Response"); (1) elects to terminate this Lease as to the space so affected as of the date so specified by Tenant in which event Tenant shall be relieved of all further obligation hereunder as to such space (except to the extent of all obligations that expressly survive termination in accordance with the terms hereof), unless Tenant delivers notice to Landlord within 10 Business Days after Tenant's receipt of Landlord's Assignment/Subletting Response notifying Landlord that Tenant elects to withdraw its request to sublet or assign, in which case, such termination shall be nullified and this Lease shall remain in effect as if no such consent was requested; or (2) approves Tenant's request to assign this Lease or sublet such space, provided that the following requirements are satisfied: (A) the use of the Leased Premises or portion to be sublet (as applicable) by such proposed assignee or subtenant is permitted hereunder and does not violate any Underlying Mortgage, Underlying Lease; (B) in the event of a proposed subletting and after giving effect thereto, there shall not be unreasonably withheldmore than two subtenants and/or licensees (excluding Tenant and any Affiliate of Tenant) on any floor of the Leased Premises; and (C) all the conditions set forth in Section 4.04(f) are satisfied. (c) If Landlord approves Tenant's request to assign this Lease or sublet any portion of the Leased Premises, 50% of any Profit realized by Tenant as a result of such assignment or sublease shall, to the extent such Profit is immediate, be due and payable by Tenant to Landlord upon the execution of an assignment or sublease, and, to the extent such Profit is deferred, be payable to Landlord, as it accrues. No For the purposes of this Section 4.04, the term "Profit" means the excess of (i) all sums payable pursuant to any assignment or sublease or any other instrument executed between Tenant and the sublessee or assignee as consideration for the use and occupancy of the applicable space determined on a monthly per square foot basis of Net Rentable Area within the subleased or assigned premises, over (ii) the sum of (x) all Rent payable by Tenant pursuant to this Lease determined on a monthly per square foot basis of Net Rentable Area within the premises covered by the sublease or assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior and (y) actual costs paid to such assignment, transfer or sublease and unless all sums due from Lessee, together independent third-parties unaffiliated with any costs to Lessor to cover reasonable legal and other expenses of Lessor Tenant incurred in connection with such assignmentsublease or assignment spread over the term of the sublease or assignment and determined on a monthly per square foot basis of Net Rentable Area in the subleased or assigned space, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default multiplied by Lessee hereunder. Lessor's consent to one assignment, transfer the number of months of the term of the assignment or sublease by Lessee or acceptance of performance from an assignee(including commercially reasonable leasing commissions, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assignlegal fees, tenant improvements and transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseetaxes).

Assignment or Sublease. Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent (a) Tenant shall not be unreasonably withheld. No assignment, transfer voluntarily or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses by operation of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to law assign, transfer or sublease by Lessee encumber (collectively “Assign”) or Lessee's heirssublet all or any part of Tenant’s interest in this Lease or in the Leased Premises, successors, assigns, transfers or sublessees. As used herein, allow any third party to use any portion of the terms Lessor and Lessee Leased Premises (which for purposes of the balance of this Section 5.6 shall be deemed to include their respective heirsbe a “sublet” or “sublease” of the Leased Premises), successors, assigns, transferees without Landlord’s prior written consent given under and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure subject to the benefit terms of this Section 5.6. (b) If Tenant desires to Assign this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord a request for consent to such transaction, in writing. Xxxxxx’s written request for consent shall specify the date the proposed assignment or sublease would be effective and be binding upon accompanied by information pertinent to Landlord’s determination as to the parties hereto financial and their respective heirsoperational responsibility and appropriateness of the proposed assignee or subtenant, successorsincluding, without limitation, its name, business and financial condition, financial details of the proposed transfer, the intended use (including any modification) of the Leased Premises, and exact copies of all of the proposed agreement(s) between Tenant and the proposed assignee or subtenant. assignsTenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested (within ten (10) days after receiving Tenant’s consent request) by Landlord, transferees and sublessees. Nothing contained herein (ii) an opportunity to meet and interview the proposed assignee or subtenant, if requested by Xxxxxxxx. (c) Landlord shall limit Lessor's right have until the later of (i) ten (10) business days following such interview and receipt of all such additional information, or (ii) thirty (30) days from the date of Tenant’s original notice if Landlord does not request additional information or an interview, within which to transfer and/or assign notify Tenant in any manner whatsoeverwriting that Landlord elects either (A) to terminate this Lease if Tenant is seeking consent to Assign this Lease, or if Tenant is seeking consent to sublet more than forty percent (40%) of the Leased Premises, to terminate the Lease as to the portion of the Leased Premises so affected as of the effective date of the proposed assignment or sublease specified by Xxxxxx, in whole or in part, which event Tenant will be relieved of all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder as to such portion of the Leased Premises as of such date, other than those obligations which survive termination of the Lease, or (B) to consent to or withhold consent to Tenant’s request to Assign this Lease or sublet such space, such consent not to be withheld so long as the proposed assignee or sublessee is approved by Landlord, which approval Landlord shall not unreasonably withhold or delay, and is of sound financial condition as determined by Landlord in its commercially reasonable discretion, the use of the Leased Premises by such proposed assignee or sublessee would be a Permitted Use, the proposed assignee or sublessee executes such reasonable assumption documentation as Landlord shall require, and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and proposed assignee or sublessee is not (x) already a tenant in the Site Building or (y) a party with respect whom Xxxxxxxx has been discussing the leasing of space in the Building within the immediately preceding sixty (60) days. Failure by Landlord to Lesseeapprove a proposed subtenant or assignee shall not cause a termination of this Lease. (d) In the event Tenant shall request the consent of Landlord to any assignment or subletting hereunder, Tenant shall pay Landlord a processing fee of $2,500.00. All such fees shall be deemed Additional Rent under this Lease. (e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the Rent payable hereunder, (ii) any reasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent periods, etc.), and (iii) any advertising costs and brokerage commissions associated with such assignment or sublease (“Profit”), shall be divided and paid as follows: fifty percent (50%) to Tenant and fifty percent (50%) to Landlord; provided, however, that if Tenant is in default hereunder beyond any applicable cure period, Landlord shall be entitled to all such Profit.

Assignment or Sublease. Lessee may not In the event Tenant should desire to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord at least thirty (30) days prior notice, which shall specify the terms and effective date thereof. Landlord shall have fifteen (15) days following receipt of such notice to notify Tenant in writing that Landlord elects (a) to terminate this Lease as to the space so affected as of the effective date specified by Tenant in which event Tenant will be relieved on such effective date of all further obligation hereunder as to such space, (b) to permit Tenant to assign or transfer this Agreement sublet such space, subject, however, to subsequent written approval of the proposed assignee or any interest thereinsublessee by Landlord, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written (c) to refuse to consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior (with reasonable cause only) to such assignment, transfer Xxxxxx’s proposed assignment or sublease and unless all sums due from Lessee, together with any costs to Lessor continue this Lease in full force and effect as to cover reasonable legal the entire Premises. Xxxxxx agrees to reimburse Landlord for attorneys’ fees and other expenses of Lessor incurred by it in connection with its review of such assignment, transfer assignment or sublease. If Landlord should fail to notify Tenant in writing of such election within such fifteen (15) day period, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed to include their respective heirshave elected option (c) above. If Landlord elects to exercise option (b) above, successorsXxxxxx agrees to provide, assignsat its expense, transferees direct access from the assignment or sublease space to a public corridor of the Building as well as any additional fire-safing required by applicable building codes. If Landlord elects to exercise option (b) above, Tenant shall remain responsible for any Base Rental, Operating Cost Adjustment, Holdover Rent, and sublesseesany additional rent due Landlord under this Lease. The terms, conditions No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. Any attempted assignment or sublease by Xxxxxx in violation of the terms and covenants of this Section shall be void. Notwithstanding anything contained in this Agreement shall apply to, inure herein to the benefit of and contrary, Landlord shall not, under any circumstances, be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right obligated to transfer and/or assign in consent to any manner whatsoever, in whole assignment or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.subletting by Xxxxxx

Assignment or Sublease. In the event Lessee may not should desire to assign this Lease or transfer this Agreement sublet the Premises or any part thereof (including a mortgage of Lessee's interest thereinherein), sublease any interest covered by this Agreement or encumber, hypothecate or otherwise Lessee shall give as security this Agreement or any interest therein without Lessor written notice of such desire (and the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be proposed effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lesseedate thereof), together with any costs sufficient information to allow Lessor to cover reasonable legal approve the proposed assignee or sublessee based upon the criteria set forth below, at least sixty (60) days in advance of the date on which Lessee desires to make such assignment or sublease. Lessor shall then have a period of thirty (30) days following receipt of such notice and other expenses information within which to notify Lessee in writing that Lessor elects either (ii) to permit Lessee to assign this Lease or sublet such space, or (iii) to refuse to consent to Lessee's assignment or subleasing of such space and to continue this Lease in full force and effect as to the entire Premises. Options (i) and (ii) may be exercised by Lessor as determined by Lessor in connection with such assignmentits sole and unreviewable discretion. Regarding option (iii), transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance approval of performance from an assignee, transferee the proposed assignee or sublessee shall not be deemed unreasonably withheld if: (a) the proposed assignee or sublessee is engaged in a waiver by Lessor business which is in keeping with the then standards of the restrictions Building; (b) the proposed assignee or sublessee is a respectable party of substantial financial worth and Lessee shall have provided Lessor with proof thereof; (c) Lessee shall remain primarily liable under this Lease; (d) the occupancy by the proposed assignee or sublessee will not create unreasonable elevator loads or otherwise interfere with standard building operations; and (e) Lessee enters into a written agreement with Lessor whereby it is agreed that any profit realized by Lessee as a result of said sublease or assignment (that is, after deducting all of Lessee's costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said assignee or sublessee) shall be payable to Lessor as it accrues as additional rent hereunder. If Lessor, consistent with the foregoing, does not approve the proposed assignee or sublessee and does not terminate this Lease, then the proposed assignment or sublease will be void. If Lessor should fail to notify Lessee in writing of its election to terminate the Lease or to approve or disapprove the proposed assignee or sublessee within said thirty (30) day period, Lessor shall be deemed to have elected option (iii) above. If Lessee is a corporation and if the parties that own a majority of its voting shares at the time of the execution of this paragraph Lease cease for any reason, including merger, consolidation or other reorganization involving another corporation, to own a majority of such shares (except as the result of transfers by gift, bequest or inheritance to subsequent attempts or for the benefit of members of the immediate family of the majority shareholder or shareholders), such transaction shall constitute an assignment subject to assignthe provisions hereof. Stock ownership shall be determined in accordance with the principles set forth in Section 544 of the Internal Revenue Code of 1954, as the same existed on August 16, 1954, and the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation. Similarly, if Lessee is a partnership, any transfer (or conversion to limited partnership interests) of any general partnership interests in Lessee shall constitute an assignment subject to the provisions hereof. No assignment or subletting by Lessee shall relieve Lessee of any obligation under this Lease. Any attempted assignment or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, in violation of the terms Lessor and Lessee covenants of this Paragraph 6 shall be deemed to include their respective heirsvoid. IN THE EVENT THAT LESSEE ENTERS INTO A SUBLEASE AGREEMENT WITH XXXXXXX PROMOTIONAL PRODUCTS, successorsINC. ("SUBLESSEE") WITHIN NINETY (90) DAYS FROM THE FULL EXECUTION OF THIS LEASE AGREEMENT BETWEEN LESSOR AND LESSEE, assignsTHEN LESSOR GRANTS LESSEE PERMISSION TO SUBLEASE SUITE 900 (CONSISTING OF APPROXIMATELY 7,986 RENTABLE SQUARE FEET) TO SUBLESSEE FOR A PERIOD OF FIVE (5) YEARS AT AN ANNUAL BASE RENTAL RATE OF $13.50 WITH NO LEASEHOLD IMPROVEMENT ALLOWANCE. HOWEVER, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeLESSEE AND SUBLESSEE AGREE THAT ALL FINAL PLANS AND SPECIFICATIONS FOR ANY AND ALL LEASEHOLD IMPROVEMENTS SHALL HAVE LESSOR'S PRIOR WRITTEN APPROVAL AND THAT ALL RELATED CONSTRUCTION SHALL BE COORDINATED THROUGH THE BUILDING MANAGEMENT OFFICE PRIOR TO THE COMMENCEMENT OF ALL CONSTRUCTION OF LEASEHOLD IMPROVEMENTS.

Assignment or Sublease. Lessee may Tenant shall not assign assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or any interest therein, nor sublease the whole or any interest covered by part of the Leased Premises, nor shall this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether• to grant consent to Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer or sublease shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be effective as against Lessor for deemed to be “assignments”): (i) a consolidation or• merger of Tenant; (ii) a change in the ownership or• voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any purpose unless Lessor shall have consented thereto in writing prior to such assignmentcorporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or sublease other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and unless all sums due from Lessee, together with (v) a change in control in any costs to Lessor to cover reasonable legal and other expenses partnership tenant. The acceptance by Landlord of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee amounts following any transaction prohibited hereunder shall not be deemed to be a waiver consent by Lessor of Landlord nor shall the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall same be deemed to include their respective heirsbe a waiver of any right or remedy of Landlord hereunder•. Consent to any such assignment, successorssubleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, assignssubleasing or• transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, transferees and sublessees. The terms, conditions and covenants contained in this Agreement Landlord shall apply to, inure to have the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site terminate this Lease with respect to Lesseethat portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. Lessee may Tenant shall not assign or transfer encumber its interest in this Agreement Lease or the Premises or sublease all or any interest thereinpart of the Premises or allow any other person or entity (except Tenant’s authorized representatives, sublease any interest covered by this Agreement employees, invitees, or encumber, hypothecate guests) to occupy or otherwise give as security this Agreement use all or any interest therein part of the Premises without the prior written consent of Lessorfirst obtaining Landlord’s consent, which consent shall not be unreasonably withheld, delayed or conditioned. In determining whether to consent to a proposed assignment or subletting, Landlord may consider any commercially reasonable basis for approving or disapproving the proposed subletting or assignment, including without limitation any of the following: (i) whether the clientele, personnel or foot traffic which will be generated by the business of the proposed assignee or sublessee is consistent in Landlord’s reasonable opinion with the businesses of other tenants of the Building or the Project, (ii) whether the proposed assignee has a net worth and financial strength and credit record reasonably satisfactory to Landlord, and (iii) whether the use of the Premises by the proposed assignee or sublessee will violate or create any potential violation of any laws or a breach or violation of any other lease or agreement by which Landlord is bound. No assignment, transfer assignment or sublease shall be effective as against Lessor for any purpose release Tenant from the obligation to perform all obligations under this Lease unless Lessor shall have consented thereto otherwise agreed in writing prior to such by Landlord. Any assignment, transfer encumbrance or sublease without Landlord’s written consent shall be voidable and unless at Landlord’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment. voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The two proceeding sentences shall not apply to corporations the stock of which is traded through an exchange or over the counter. One half (1/2) of any rent received by Tenant from its subtenants or assignees in excess of the Rent payable by Tenant to Landlord under this Lease and of any sums due from Lesseeto be paid by an assignee to Tenant in which is attributable to the leasehold interest, together prepayment of rent or “buying down” rent (less the costs and expenses incurred by Tenant in connection with any costs such sublease or assignment) shall be paid to Lessor Landlord. If at the time of the proposed assignment or subletting, the Project is more than 15% vacant, then Tenant shall not charge less on the proposed assignment or subletting than 95% of the rents being charged by Landlord for similar spaces in the Project. For purposes of this Section 19, the term “similar spaces in the Project” shall mean similar as to cover (i) location of the floors(s) within the Project, (ii) views, (iii) types of tenant improvements and (iv) use. If Tenant requests Landlord to consent to a proposed assignment or subletting. Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord’s reasonable legal and other expenses out of Lessor pocket attorney’s fees incurred in connection with such request, whichever is greater. Notwithstanding any other provision of this Section 19, Tenant may sublet all or part of the Premises to its parent corporation, if any; any subsidiary corporation of Tenant or its parent corporation; or any corporation or other entity owned or controlled by Tenant, its parent corporation of any subsidiary of Tenant (each an “Affiliate”). Furthermore, Tenant may assign this Lease to any Affiliates, or to any entity resulting from a merger or consolidation with Tenant, provided the assignee’s financial condition (i.e., net worth and liquidity) is comparable to that of Tenant immediately preceding the date of the assignment, . No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or sublease, shall have been paid to Lessorintestacy). Each and every attempt of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt party; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to assignwhich Tenant is a party, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary receiver is appointed with authority to that set forth herein may be deemed take possession of the Premises. An involuntary assignment shall constitute a default by Lessee hereunder. Lessor's consent Tenant and Landlord shall have the right to one assignmentelect to terminate this Lease, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee in which case this Lease shall not be deemed a waiver by Lessor treated as an asset of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeTenant.

Assignment or Sublease. Lessee may a. Tenant shall not assign or transfer encumber its interest in this Agreement Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or b. No interest thereinof Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, sublease makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any interest covered partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Agreement or encumberLease, hypothecate or otherwise give as security in which case this Agreement or any interest therein without the prior written consent of Lessor, which consent Lease shall not be unreasonably withheld. No assignmenttreated as an asset of Tenant. c. Landlord may, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior at its option, elect to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses terminate the Lease instead of Lessor in connection with such assignment, transfer approving the requested assignment or sublease, shall have been paid . Should Landlord so elect to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate terminate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in partLease, all of the obligations of the parties thereunder shall terminate on the later c. At the time of termination, all obligations of both parties hereunder shall terminate as to obligations thereafter accruing except as otherwise expressly provided in this Lease. Provided that the proposed sublessee (or assignee, as the case may be) has a Net Worth on its rights and obligations hereunder and most recent financial statement prepared in accordance with generally accepted accounting principles of at least $5,000,000, the Siteprovisions of this 119.c. shall not apply if, and at the time of the proposed sublease (or assignment, as the case may be), Tenant engages in such event Lessor shall be released from any further obligations hereunder and a transaction with the successor-in-interest proposed sublessee (or assignee, as the case may be) to sell (i) all or substantially all of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeTenant's assets, or (ii) a majority of Tenant's common stock.

Assignment or Sublease. Lessee may Tenant shall not voluntarily, involuntarily or by operation of law assign or transfer encumber this Agreement lease, in whole or in part, or sublet the whole or any interest thereinpart of the demised premises, sublease or permit any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein other persons to occupy same without the prior express written consent of Lessor, the Landlord which consent shall not be unreasonably withheld, references elsewhere in this lease to assignees, subtenants or other persons notwithstanding. No assignmentAny assignment or subletting, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together even with any costs to Lessor to cover reasonable legal and other expenses the consent of Lessor in connection with such assignment, transfer or subleaseLandlord, shall have been paid not relieve Tenant from liability for payment of rent or other sums herein provided or from the obligation to Lessor. Each keep and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default bound by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained of this lease. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this lease or to be a consent to the assignment of this lease or subletting of the demised premises. The referenced assignment or sublease provision shall remain in effect should the Tenant renew the Lease. Tenant shall have the right without Landlord's consent to sublet at no profit, to any venture owned 50% or more by Tenant. If Tenant is a corporation other than a corporation whose stock is listed on a national stock exchange, then any transfer of this Agreement lease from Tenant by merger, consolidation or liquidation, shall apply to, inure to constitute an assignment for the purpose of this lease. An assignment for the benefit of creditors or by operation of law shall not be effective to transfer any rights to the assignee without the prior express written consent of the Landlord having been obtained. Notwithstanding any provision above to the contrary, before Tenant may assign this lease or sublet said premises, Tenant must first offer to relinquish its lease of said premises, and be binding to surrender same, to the Landlord; and Tenant agrees that if Landlord accepts said offer within ten (10) days of receipt thereof, this lease shall terminate and become null and void upon a date designated by Landlord, not less than thirty (30) nor more than sixty(60) days after the date of Landlord's acceptance. Upon such acceptance and termination, all account and interests of the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and settled to the successor-in-interest date of Lessor termination. Any profits net of reasonable subleasing expenses shall have all the rights and obligations hereunder and in the Site with respect to Lessee.be split 50/50 with

Assignment or Sublease. Lessee may Tenant shall not assign assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or any interest therein, nor sublease the whole or any interest covered by part of the Leased Premises, nor shall this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, subleasing or other transfer or sublease shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be effective as against Lessor for deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any purpose unless Lessor shall have consented thereto in writing prior to such assignmentcorporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or sublease other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and unless all sums due from Lessee, together with (v) a change in control in any costs to Lessor to cover reasonable legal and other expenses partnership tenant. The acceptance by Landlord of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee amounts following any transaction prohibited hereunder shall not be deemed to be a waiver consent by Lessor of Landlord nor shall the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall same be deemed to include their respective heirsbe a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, successorssubleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, assignssubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, transferees and sublessees. The terms, conditions and covenants contained in this Agreement Landlord shall apply to, inure to have the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site terminate this Lease with respect to Lesseethat portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In Xxxxxxxxxx.xxx NNN Lease 25 connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. Lessee may not assign 12.1 Tenant shall not, directly or transfer this Agreement or any interest thereinindirectly, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, Landlord (which consent shall not be unreasonably withheld), assign this Lease or any interest herein or sublease the Premises or any part thereof (except as provided in section 12.4), or permit the use or occupancy of the Premises by any person or entity other than Tenant. No assignmentThis Lease shall not, transfer nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. Any of the foregoing acts without such prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Xxxxxx agrees that the instrument, by which any assignment to which Landlord consents or which is permitted by section 12.4 is accomplished, shall expressly provide that the assignee will perform all of the covenants to be performed by Tenant under this Lease as and when performance is due after the effective date of the assignment and that Landlord will have the right to enforce such covenants directly against such assignee. Xxxxxx agrees that the instrument, by which any sublease to which Landlord consents or which is permitted by section 12.4 is accomplished, shall expressly provide that it is subject and subordinate to the Lease. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant of all such covenants. 12.2 If Landlord consents in writing, Xxxxxx may complete the intended assignment or sublease, provided, however, that no assignment or sublease shall be effective as against Lessor for valid and no assignee or subtenant shall take possession of the Premises or any purpose unless Lessor shall have consented thereto in writing prior to part thereof until an executed duplicate original of such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer assignment or sublease, shall have in compliance with section 12.1, has been paid delivered to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer Landlord. 12.3 No assignment or sublease whatsoever shall release Tenant from Tenant's obligations and liabilities under this Lease or alter the primary liability of Tenant to pay all rent and to perform all obligations to be paid and performed by Lessee Tenant during the term of this Lease, including all extension terms (whether or not Tenant consents to such extension by an assignee). The acceptance of performance rent by Landlord from an assignee, transferee any other person or sublessee entity shall not be deemed to be a waiver by Lessor Landlord of any provision of this Lease. Consent to one assignment or sublease shall not be deemed consent to any subsequent assignment or sublease. If any assignee, subtenant or successor of Tenant defaults in the performance of any obligation to be performed by Tenant under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Landlord may consent to subsequent assignments or subleases or amendments or modifications to this Lease with assignees, subtenants or successors of Tenant, without notifying Tenant or any successor of Tenant and without obtaining any consent thereto from Tenant or any successor of Tenant, and such action shall not release Tenant from liability under this Lease; provided, however, that if Landlord and Xxxxxx's assignee agree to increase Base Rent in excess of the restrictions amount of Base Rent otherwise payable under section 3.1, then Tenant shall not be liable to Landlord for payment of such excess Base Rent. 12.4 Tenant may sublease all or any portion of the Premises to its Affiliates, and may sublease less than ten thousand (10,000) square feet of the Office Building to any person or entity, without Landlord's prior-written consent so long as such subtenant's proposed use of the Premises: (a) shall be permitted hereunder and under all legal and other requirements described in Article 11; (b) shall not substantially increase the wear and tear on or the risk of damage to the Premises above levels or risks resulting from Xxxxxx's use as of the date of this paragraph as Lease; and (c) is not for any illegal purpose. All provisions of this Article 12 applicable to subsequent attempts to assignsubletting, transfer or sublease by Lessee or Lesseeother than the requirement of obtaining Landlord's heirsprior consent, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseesubletting under this 12.

Assignment or Sublease. 22.1 In the event Lessee may not should desire to assign this Lease or sublet the Leased Premises or any part thereof, Lessee shall give Lessor written notice of such intent, including the name and adclress of the proposed sublessee or assignee and all information concerning the proposed sublease or assignment, at least sixty (60) days in advance of the date on which Lessee clesires to make such sublease or assignment. Lessor shall then have a period of thirty (30) days following receipt of such notice within which to notify Lessee in writing that Lessor elects either (a) to terminate this Lease as to the space so affected as of the date so specified by Lessee in which event Lessee will be relieved of all further obligation hereunder as to such space, or (b) to permit Lessee to assign or transfer this Agreement sublet such space, subject, however, to subsequent written approval of the proposed assignee or any interest thereinsublessee by Lessor; provided, sublease any interest covered by this Agreement or encumberhowever, hypothecate or otherwise give as security this Agreement or any interest therein without that if the prior written consent of rental rate agreed upon between Lessee and the sublessee is greater than the rental rate that Lessee must pay Lessor, which then such excess rental shall be deemed additional rent owed by Lessee to Lessor and shall be paid by Lessee to Lessor in the same manner that Lessee pays the Base Rental as specified in Article 3; or (c) to refuse to consent to Lessee's assignment or subleasing such space and to continue this Lease in full force and effect as to the entire Leased Premises. If lessor should fail to notify Lessee in writing of such election within such thirty (30) day period, Lessor shall not be unreasonably withhelddeemed to have elected option (c) above. If Lessor elects to exercise option (b) above, Lessee agrees to provide at Lessee's expense, direct access from such sublet space to a public corridor of the Building. No assignment, transfer assignment or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default subletting by Lessee hereundershall relieve Lessee of any obligation under this Lease. Lessor's consent to one assignment, transfer Any attempted assignment or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor in violation of the restrictions terms and covenants of this paragraph as Article 22.1 shall be void. Any and all consideration paid to subsequent attempts Lessee in connection with any sublease or assignment shall be for Lessor's account and shall be paid over to assign, transfer or sublease Lessor by Lessee or upon Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseereceipt thereof.

Assignment or Sublease. Lessee may not (a) If Tenant intends to assign this Lease or transfer this Agreement sublet the Leased Premises or any interest thereinpart thereof, sublease Tenant shall give Landlord written notice of such intent. Tenant's notice shall set forth the date any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer such assignment or sublease shall commence and be effective as against Lessor for accompanied by an exact copy of the proposed agreements between Tenant and the proposed assignee or subtenant. Tenant shall provide Landlord with (i) any purpose unless Lessor additional information or documents reasonably requested by Landlord, within ten (10) days after receiving Tenant's notice (Landlord hereby acknowledging that Landlord may only request such additional information one time after receiving Tenant's notice), and (ii) an opportunity to meet and interview the proposed assignee or subtenant, if requested by Landlord. (b) Landlord shall then have consented thereto a period of twenty (20) days following such interview and receipt of such additional information (or thirty (30) days from the date of Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing prior that Landlord elects either (A) to terminate this Lease as to the space so affected as of the date so specified by Tenant in its notice under Section 5.07(a) above, in which event Tenant will be relieved of all further obligations hereunder as to such assignmentspace, transfer or sublease and unless all sums due from Lessee(B) to permit Tenant to assign this Lease or sublet such space, together with any costs subject, however, to Lessor to cover reasonable legal and other expenses prior written approval of Lessor in connection with such assignment, transfer the proposed assignee or sublease, shall have been paid to Lessorsublessee by Landlord. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default The approval by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance Landlord of performance from an assignee, transferee the proposed assignee or sublessee shall not to be deemed a waiver by Lessor unreasonably withheld or delayed so long as: (i) the use of the restrictions Leased Premises by such proposed assignee or sublessee would be a Permitted Use; (ii) the proposed assignee or sublessee is of this paragraph sound financial condition as to subsequent attempts to assignreasonably determined by Landlord; (iii) the proposed assignee's or sublessee's use will not involve the storage, transfer use, treatment or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit disposal of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.Hazardous Material (except for Permitted Hazardous Materials

Assignment or Sublease. Lessee A. Consent by Landlord: Except as specifically provided in this Article 29, Tenant may not assign assign, sublet, hypothecate, or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein allow a third party to use the Premises without the prior express written consent of LessorLandlord, which consent shall not be unreasonably withheld. No assignmentIn the event Tenant desires to assign this Lease or any interest therein including, transfer without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord copies of any such proposed agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) days following receipt of the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space if the sublease is for the remainder of the Lease term, (ii) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (iii) to refuse consent, which refusal shall set forth Landlord's reasons therefore. If Landlord should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord shall be deemed to have elected option (iii) above. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises for the remainder of the Lease term, then (i) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (ii) from and after such date, the Base Monthly Rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease, and Xxxxxxxx has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be effective as against Lessor in form reasonably satisfactory to Landlord; (iv) Tenant shall reimburse Landlord on demand for any purpose unless Lessor costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent, not to exceed $1,000 in the aggregate. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have consented thereto acted reasonably if it withholds its consent. Xxxxxxxx's prior consent shall not be required for any assignment, sublease or other transfer of Tenant's interest in writing the Premises or the Lease to any corporation with which Tenant may merge or consolidate or become affiliated as a parent, subsidiary, holding company or otherwise, or to an entity in which Tenant has a controlling interest. However, Tenant shall give Landlord prior to notice of any such assignment, sublease or other transfer of Xxxxxx's interest. A subsequent public offering and sale of stock in Tenant's business, or sublease and unless all sums due from Lessee, together with a transfer of any costs to Lessor to cover reasonable legal and other expenses amount of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. LessorTenant's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee stock shall not be deemed a waiver by Lessor constitute an assignment of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeLease.

Assignment or Sublease. In the event Lessee may not should desire to assign this lease or transfer this Agreement sublet the Premises or any interest thereinpart thereof, sublease any interest covered Lessee agrees to give Lessor written notice of such desire (and the proposed effective date thereof) at least THIRTY (30) days in advance of the date on which Lessee desires to make such assignment or sublease. Lessor shall then have a period of FIFTEEN (15) days following receipt of such notice within which to notify Lessee in writing that Lessor elects either (i) to terminate this lease as to the space so affected as of the date so specified by Lessee in which event Lessee will be relieved of all further obligation hereunder as to such space, or (ii) to permit Lessee to assign this Agreement lease or encumbersublet such space, hypothecate subject, however, to written approval of the proposed assignee or otherwise give as security this Agreement or any interest therein without the prior written consent of sublessee by Lessor, which and further subject to the requirement that Lessee enter into written agreements with Lessor, and with Assignee or Sublessee, that FIFTY PERCENT (50%) OF profit realized by Lessee as a result of such assignment or sublease (meaning the consideration agreed upon between Lessee and Assignee or the difference between the rental rate agreed upon between Lessee and Sublessee and the rent then required to be paid under this lease multiplied by the number of months in the term of the sublease) shall, to the extent such profit is immediate, be due and payable by Lessee to Lessor upon the execution of an assignment or sublease, and, to the extent such profit is deferred, be payable to Lessor by Assignee or Sublessee as it accrues, or (iii) to refuse to consent to Lessee's assignment of this lease or sublease of such space and to continue this lease in full force and effect as to the entire Premises. If Lessor should fail to notify Lessee in writing of such election within the stated FIFTEEN (15) day period, Lessor shall not be unreasonably withhelddeemed to have elected option (iii) above. No assignment, transfer consent by Lessor to any assignment or sublease shall be effective as against Lessor for deemed to be consent to a use not permitted under this lease, to any purpose unless Lessor shall have consented thereto act in writing prior violation of this lease, or to such assignment, transfer any other or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer subsequent assignment or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer no assignment or sublease by Lessee or acceptance shall relieve Lessee of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of any obligation under this paragraph as to subsequent attempts to assign, transfer lease. Any attempted assignment or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, in violation of the terms Lessor and Lessee covenants of Section 18 shall be deemed to include their respective heirsvoid. LESSOR SPECIFICALLY APPROVES THE ASSIGNMENT OR SUBLEASE OF ALL OR A PORTION OF THE PREMISES TO AN AFFILIATE OR SUBSIDIARY OF LESSEE AT ANY TIME DURING THE PRIMARY TERM, successorsOR ANY RENEWAL PERIODS WITH WRITTEN NOTICE TO LESSOR PROVIDED (I) USE OF THE PREMISES IS IN KEEPING WITH THE QUALITY OF OTHER USAGES IN THE BUILDING AND (II) SUCH AFFILIATE OR SUBSIDIARY HAS AN EQUAL OR GREATER FINANCIAL STANDING AS DOES LESSEE. WHERE LESSOR'S CONSENT IS REQUIRED, assignsLESSOR WILL NOT UNREASONABLY WITHHOLD OR DELAY SUCH CONSENT. SUBLESSEE'S AND PINNACLE.WPD ASSIGNEES SHALL HAVE ACCESS TO USE LESSEE'S DIRECTORY BOARD STRIPS, transferees and sublessees. The termsLESSEE'S CONTRACT PARKING SPACES (AS ALLOTTED) AND AN ADDITIONAL MAILBOX AT AN ADDITIONAL COST, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeIF AVAILABLE.

Assignment or Sublease. Lessee may Tenant shall not assign sublet the whole or transfer any part of the Premises, nor shall this Agreement Lease or any interest therein, sublease thereunder be assignable or transferable by operation of law or by any interest covered by this Agreement process or encumber, hypothecate proceeding of any court or otherwise give as security this Agreement or any interest therein without the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld. No In determining whether to consent to a proposed assignment or subletting, Landlord may consider any commercially reasonable basis for approving or disapproving the proposed subletting or assignment, transfer including without limitation (i) the experience and business reputation of the proposed assignee or sublessee, (ii) the clientele, personnel and traffic which will be generated by the proposed assignee or sublessee, (iii) notwithstanding that Tenant and/or others may remain liable under this Lease, whether the proposed assignee or sublessee has a net worth and financial strength and credit record satisfactory to Landlord, and (iv) whether the use of the Premises by the proposed assignee or sublessee will be substantially the same as the use required by this Lease, or if the use is different than the use provided for under this Lease, such use is consistent with a first class office park and will not violate or create any potential violation of any laws and such use will not result in a breach or violation of any other lease or agreement by which Landlord is bound. In lieu of giving its consent, Landlord shall have the right to terminate this Lease, unless Tenant rescinds its request for consent within three (3) business days notice after Tenant receives notice of Landlord's intention to terminate. Any assignment or sublease without Landlord's prior written consent shall, at Landlord's option, be void. Each assignment shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto by an instrument in writing prior in form satisfactory to Landlord. Failure to first obtain in writing Landlord's written consent or to comply with the provisions of this section shall operate to prevent any such assignment, transfer assignment or sublease from becoming effective. If Tenant assigns its interest in this Lease or sublets the Premises, Tenant shall pay to Landlord any and unless all sums due from Lessee, together with any costs to Lessor to cover consideration received by Tenant for such assignment or sublease. Tenant shall also pay all reasonable legal out-of-pocket attorneys' fees (based on actual time spent and normal hourly rates) and other expenses of Lessor costs incurred by Landlord in connection with such assignmentLandlord's consideration of Tenant's request for approval of assignments or subleases, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseeincluding assignments for security purposes.

Assignment or Sublease. Lessee may not assign Tenant shall not, voluntarily, by operation of law, or transfer otherwise, assign, transfer, mortgage, pledge, or encumber this Agreement Lease or sublease the Leased Premises or any interest thereinpart thereof, sublease or allow any interest covered by this Agreement person other than Tenant, its employees, agents, servants and invitees, to occupy or encumber, hypothecate or otherwise give as security this Agreement use the Leased Premises or any interest therein portion thereof, without the express prior written consent of LessorLandlord, which such consent shall not to be unreasonably withheld, and any attempt to do any of the foregoing without such written consent shall be null and void and shall constitute a default under this Lease. No assignmentNotwithstanding the foregoing, transfer in no event shall Tenant assign this Lease or sublease shall be effective as against Lessor for the Leased Premises to any purpose unless Lessor shall have consented thereto entity engaged in writing prior the commercial real estate business, including, without limitation, property management or the brokerage, ownership or development of competitive properties. Landlord's consent to such assignment, transfer any assignment or sublease and unless all sums due from Lesseehereunder does not constitute a waiver of its right to consent to any further assignment or sublease. If Tenant desires to assign this Lease or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease, together with any costs a non-refundable fee of Five Hundred Dollars ($500.00) (the "Transfer Fee"). Landlord shall then have a period of thirty (30) days following receipt of such notice within which to Lessor notify Tenant in writing that Landlord elects (a) to cover reasonable legal terminate this Lease as to the space so affected as of the date so specified by Tenant, in which event Tenant shall be relieved of all further obligations hereunder as to such space, or (b) to permit Tenant to assign this Lease or sublet such space (provided, however, if the rent agreed upon between Tenant and other expenses of Lessor in connection with subtenant is greater than the Monthly Base Rent that Tenant must pay Landlord, such assignment, transfer or sublease, excess rent shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default additional rent owed by Lessee Tenant and payable to Landlord in the same manner that Tenant pays the Rent hereunder. Lessor's ), or (c) to refuse to consent to one assignment, transfer Tenant's assignment or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of subleasing such space and to continue this paragraph Lease in full force and effect as to subsequent attempts the entire Leased Premises. If Landlord should fail to assignnotify Tenant in writing of such election within the thirty (30) day period, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed to include their respective heirshave elected option (c) above. Tenant agrees to pay Landlord's actual reasonable attorney's fees associated with Landlord's review and documentation of any requested assignment or sublease hereunder regardless of whether Landlord consents to any such assignment or sublease. No assignment or subletting by Tenant shall relieve Tenant of any obligations under this Lease, successorsand Tenant shall remain fully liable hereunder. If Tenant is not a public company that is registered on a national stock exchange or that is required to register its stock with the Securities and Exchange Commission under Section 12(g) of the Securities and Exchange Act of 1934, assignsany change in a majority of the voting rights or other controlling rights or interests of Tenant shall be deemed an assignment for the purposes hereof. Notwithstanding the foregoing, transferees Tenant shall also have the right with prior written notice to Landlord, but without Landlord's consent, and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure subject to the benefit conditions contained herein, to assign the Lease or sublet all or any portion of the Leased Premises to (a) any entity resulting from a merger or consolidation with Tenant; (b) any entity succeeding to the business and assets of Tenant; (c) any subsidiary or affiliate of Tenant; and (d) any entity which is part of or affiliated with Pozen Inc. so long as such entity or affiliate shall be binding upon of at least the parties hereto same net worth value and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoevercredit worthiness as Tenant, in whole Landlord's sole reasonable discretion, at the time of the assignment or in part, all of its rights and obligations hereunder and in the Sitesublease, and in such event Lessor none of the same shall be released from any further release Tenant and Tenant shall remain liable to Landlord for full performance of Tenant's obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseeunder this Lease.

Assignment or Sublease. Lessee may not assign 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or transfer encumber this Agreement Lease or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement and shall not sublet the said Demised Premises or any interest therein part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of Lessor, which consent shall not be unreasonably withheldLandlord. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's A consent to one assignment, transfer subletting, occupation or sublease use by Lessee or acceptance of performance from an assignee, transferee or sublessee any other person shall not be deemed to be a waiver consent to any subsequent assignment, subletting, occupation or use by Lessor another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any such assignment or subletting without such consent shall be void, and shall, at the option of the restrictions Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph as unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublesseesmake an informed judgment. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of Tenant acknowledges that its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site sole remedy with respect to Lesseeany assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns. 17.2 Notwithstanding the foregoing in Section 17.1, no Landlord consent shall be required: (a) for subleases or assignments to affiliates or subsidiaries of the Tenant, provided that Tenant shall provide Landlord with thirty (30) days advanced notice with sufficient information to confirm that: (i) there shall be no change in the permitted use of the Demised Premises, (ii) Tenant shall remain liable jointly and severally with the assignee/subleasee for payment and performance of all Tenant obligations under this Lease, (iii) the proposed assignment/sublease shall not impair Landlord’s security, and (iv) the proposed assignee or subtenant shall not introduce any new Hazardous Substances onto Landlord’s Premises in violation of applicable laws which is inconsistent with the existing operations of Tenant at the Landlord’s Premises; (b) for any assignment to any successor to Tenant by purchase, merger, consolidation or reorganization; and (c) if Tenant becomes a publicly traded entity on a United States stock exchange.

Assignment or Sublease. Lessee may not In the event Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereof, Tenant shall give Landlord at least sixty (60) days prior notice, which shall specify the terms and effective date thereof Landlord shall have thirty (30) days following receipt of such notice to notify Tenant in writing that Landlord elects (a) to terminate this Lease as to the space so affected as of the effective date specified by Tenant in which event Tenant will be relieved on such effective date of all further obligation hereunder as to such space, (b) to permit Tenant to assign or transfer this Agreement sublet such space, subject, however, to subsequent written approval of the proposed assignee or any interest thereinsubtenant by Landlord, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written (c) to refuse to consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior (with reasonable cause only) to such assignment, transfer Tenant’s proposed assignment or sublease and unless all sums due from Lessee, together with any costs to Lessor continue this Lease in full force and effect as to cover reasonable legal the entire Leased Premises. Tenant agrees to reimburse Landlord for attorneys’ fees and other expenses of Lessor incurred by it in connection with such assignment, transfer assignment or sublease. If Landlord should fail to notify Tenant in writing of such election within such thirty (30) day period, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed to include their respective heirshave elected option (b) above. If Landlord elects to exercise option (b) above, successorsTenant agrees to provide, assignsat its expense, transferees and sublesseesdirect access from the assignment or sublease space to a public corridor of the Building. The terms, conditions No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and covenants contained in of this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor paragraph shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseevoid.

Assignment or Sublease. Lessor shall have the right to transfer and assign, in whole or in part, its rights and obligation sin the building and property that are the subject of this Lease and its rights and obligations under this Lease. Upon such an assignment, Lessor shall be fully and automatically released from all obligations and liabilities under this lease. Lessee may shall not assign this Lease or transfer this Agreement sublet all or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein part of the leased premises without the prior written consent of Lessor, Lessor which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignmentthe option, transfer or sublease and unless all sums due upon receipt from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses Lessee of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. written request for Lessor's consent to one subletting or assignment, transfer to cancel this Lease or modify the lease for a portion of the Premises in a sublease as of the date the requested subletting or assignment is to be effective. The option shall be exercised, if at all, within fifteen (15) days following Lessor's receipt of said written request from Lessee by delivery to Lessee of written notice of Lessor's intention to exercise the option. In the event Lessor terminates this Lease pursuant to the preceding sentence, Lessor shall have the right to lease the premises to any entity whatsoever, including without limitation Lessee's proposed assignee or sublessee. In the event of any assignment or subletting, Lessee shall nevertheless at all times, remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. In the event that Lessor consents to any assignment or sublease of any portion of the Demised Premises, Lessee shall pay Lessor, within five (5) days of receipt, seventy-five percent (75%) fifty percent (50%) of the amount of rent payable by such sublessee or assignee in excess of the amount of rent payable by Lessee (net of costs associated with such sublease or acceptance assignment including but not limited to tenant improvements, commissions, free rent, and other concessions) hereunder with respect to the portion of performance the Demised Premises sublet or assigned. Lessee covenants and agrees to provide Lessor with a quarterly statement, prepared and verified by a certified public accountants, stating the amount of rent paid in cash or other non-cash considerations by its sublessee(s) or assignee(s) during such quarterly period. If such statement shows Lessee failed to make the full payments required by this Paragraph, a late charge equal to tent percent (10%) of the amount due shall be paid by Lessee as additional rent hereunder. Upon the occurrence of any "event of default" as defined below, if all or any part of the leased premised are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may at its option, collect directly from an assignee, transferee the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease and Lessor shall have a security interest in all properties on the leased premise to secure payment of such sums. Any collection directly by Lessor from the assignee or sublessee shall not be deemed construed to constitute a waiver by novation or a release of Lessee from the further performance of its obligations under this Lease. Consent to one assignment or sublease shall not destroy or waive this provision, and all later assignments and sublease shall likewise be made only upon the prior written consent of Lessor. Sublessees or assignees shall become liable to Lessor for all obligations of the restrictions Lessee hereunder without relieving Lessee's liability hereunder. For purposes of this paragraph as to subsequent attempts to assignParagraph 18, if Lessee is a corporation, a transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, of at least 50% of the terms Lessor and voting shares of Lessee shall be deemed to include their respective heirsas assignment of this lease. If Lessee is a joint venture, successorsgeneral partnership or limited partnership, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to a transfer of 50% or more of the benefit interests held by the general partner(s) of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor Lessee shall be released from any further obligations hereunder and the successor-in-interest deemed as assignment of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseethis lease. See Special Stipulation #51.

Assignment or Sublease. Lessee may not assign 12.1 Tenant shall not, directly or transfer this Agreement or any interest thereinindirectly, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld, conditioned or delayed, assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant. No Tenant shall not, directly or indirectly, without the prior written consent of Landlord, pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. Any of the foregoing acts without such prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. 12.2 If Tenant wishes to assign this Lease or sublease all or any part of the Premises, Tenant shall give written notice to Landlord identifying the intended assignee or subtenant by name and address and specifying all of the terms of the intended assignment or sublease. Tenant shall give Landlord such additional information concerning the intended assignee or subtenant (including complete financial statements and a business history) or the intended assignment or sublease (including true copies thereof) as Landlord may reasonably request. For a period of twenty (20) days after such written notice is given by Xxxxxx, Landlord shall have the right (except in the case of a Permitted Transfer [defined below]), by giving written notice to Tenant, to terminate this Lease in the event of a proposed assignment of this Lease or a sublease of the entire Premises. Further, Landlord shall have the right to terminate this Lease with respect to any portion of the Premises which Tenant desires to sublease to any party. If Landlord timely exercises its option to terminate this Lease, then this Lease shall terminate on a date specified by Landlord in the Landlord's notice (the "Specified Termination Date"), which Specified Termination Date shall not be sooner than thirty (30) days after the date of Landlord's notice, nor later than ninety (90) days after the date of Landlord's notice, and all rent shall be paid and apportioned to the Specified Termination Date. If Landlord exercises its option to terminate this Lease as to only a portion of the Premises, then (i) this Lease shall end and expire with respect to the applicable sublease space on the applicable Specified Termination Date, (ii) from and after the applicable Specified Termination Date, the Base Rent shall be reduced by the amount of Base Rent that was being paid in respect of the applicable sublease space as of the applicable Specified Termination Date, (iii) Tenant's Percentage Share shall be recalculated based on the square feet of rentable area included in the Premises (exclusive of such sublease space), (iv) if the sublease space adjoins another portion of the Premises, Tenant shall, at Tenant's sole cost and expense, construct and finish such demising walls as are necessary to physically separate the Premises from the sublease space, and (v) if the sublease space is part of a floor which is fully included in the Premises, then Landlord shall have the right, at Tenant's sole cost and expense, (a) to construct and finish in accordance with Building standards or to cause Tenant to construct and finish in accordance with Building standards such demising walls as are necessary (x) to construct a public corridor so as to convert the floor to a multi-tenant floor and (y) to convert the restrooms on such floor (including access thereto) to restrooms which will serve the entire floor, as opposed to only the Premises, and (b) to make such revisions, if any, are necessary, to properly light, heat, cool and ventilate the public corridor and public restrooms. 12.3 If Landlord does not exercise the rights set forth in Section 12.2 above, Landlord shall not unreasonably withhold its consent to a proposed assignment or sublease. Notwithstanding the foregoing, and without limiting or excluding other reasons for withholding Landlord's consent, Landlord shall have the right to withhold consent if: (a) the proposed assignee or subtenant or the use of the Premises to be made by the proposed assignee or subtenant is not consistent with the character and nature of other tenants and uses in the Building or is prohibited by this Lease; (b) if it is not demonstrated to the satisfaction of Landlord that the proposed assignee or subtenant is financially able to perform all of the obligations of Tenant under this Lease (as evidenced by financial statements and business and credit references acceptable to Landlord); (c) such sublease or assignment is not in form and of substance reasonably satisfactory to Landlord; (d) such sublease or assignment conflicts in any manner with this Lease, including, but not limited to, the use permitted hereunder; (e) the proposed subtenant or assignee is a governmental entity or a medical office; (f) the character of the business to be conducted within the Premises by the proposed subtenant or assignee is likely to substantially increase the expenses or costs or providing Building services, or the burden on existing janitorial services or elevators in the Building; (g) the proposed subtenant or assignee is (x) an existing tenant of the Building with whom Landlord is then negotiating (or has within the immediately preceding six (6) months negotiated) with respect to the occupancy of space in the Building or (y) is an entity which is not an occupant of the Building with whom Landlord is then negotiating (or has within the immediately preceding six (6) months negotiated) with regarding the occupancy of space within the Building (notwithstanding the foregoing, Landlord will not withhold its consent solely because the proposed subtenant or assignee is an occupant of the Building if Landlord does not have space available for lease in the Building that is comparable to the space Tenant desires to sublet or assign. Landlord shall be deemed to have comparable space if it has, or will have, space available on any floor of the Building that is approximately the same size as the space Tenant desires to sublet or assign within two (2) months of the proposed commencement of the proposed sublease or assignment). (h) the sublease or assignment would cause Landlord to breach any recorded covenants or contractual obligations to which the Building or Landlord is subject. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a sublease, transfer only insofar as such covenants relate to the portion of the Premises subject to such sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant of all such covenants. 12.4 If Landlord consents in writing, Tenant may complete the intended assignment or sublease subject to the following covenants: (a) the assignment or sublease shall be effective on the same terms as against Lessor for set forth in the written notice given by Tenant to Landlord, (b) no assignment or sublease shall be valid and no assignee or subtenant shall take possession of the Premises or any purpose unless Lessor part thereof until an executed duplicate original of such assignment or sublease has been delivered to Landlord, (c) no assignee or subtenant shall have consented thereto a right further to assign or sublease, and (d) fifty percent (50%) of all "excess rent" (as hereinafter defined) derived from such assignment or sublease shall be paid to Landlord. Such excess rent shall be deemed to be, and shall be paid by Tenant to Landlord as, additional rent. Tenant shall pay such excess rent to Landlord immediately as and when such excess rent becomes due and payable to Tenant. As used in writing prior this Section 12.4, "excess rent" shall mean the amount by which the total money and other economic consideration to be paid by the assignee or subtenant as a result of an assignment or sublease, whether denominated rent or otherwise, exceeds, in the aggregate, the total amount of rent which Tenant is obligated to pay to Landlord under this Lease (prorated to reflect the rent allocable to the portion of the Premises subject to such assignmentassignment or sublease), transfer less only the reasonable costs paid by Tenant for additional improvements installed in the portion of the Premises subject to such assignment or sublease by Xxxxxx at Tenant's sole cost and unless all sums due from Lessee, together with any costs to Lessor to cover expense for the specific assignee or subtenant in question and reasonable legal and other expenses of Lessor leasing commissions paid by Xxxxxx in connection with such assignment, transfer assignment or sublease, without deduction for carrying costs due to vacancy or otherwise. Such costs of additional improvements and leasing commissions shall have been paid to Lessor. Each and every attempt to assign, transfer, be amortized without interest over the Term of such assignment or sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer . 12.5 No assignment or sublease whatsoever shall release Tenant from Tenant's obligations and liabilities under this Lease or alter the primary liability of Tenant to pay all rent and to perform all obligations to be paid and performed by Lessee or Xxxxxx. The acceptance of performance rent by Landlord from an assignee, transferee any other person or sublessee entity shall not be deemed to be a waiver by Lessor Landlord of any provision of this Lease. Consent to one assignment or sublease shall not be deemed consent to any subsequent assignment or sublease. If any assignee, subtenant or successor of Tenant defaults in the performance of any obligation to be performed by Tenant under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Xxxxxxxx may consent to subsequent assignments or subleases or amendments or modifications to this Lease with assignees, subtenants or successors of Xxxxxx, without notifying Tenant or any successor of Xxxxxx and without obtaining any consent thereto from Tenant or any successor of Xxxxxx, and such action shall not release Tenant from liability under this Lease. 12.6 So long as Tenant is not entering into the Permitted Transfer for the purpose of avoiding or otherwise circumventing the remaining terms of this Article 12, Tenant may assign its entire interest under this Lease, without the consent of Landlord, to (i) an affiliate, subsidiary, or parent of Tenant, or a corporation, partnership or other legal entity wholly owned by Tenant (collectively, an “Affiliated Party”), or (ii) a successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the restrictions following conditions are satisfied (each a "Permitted Transfer"): (1) Tenant is not in default under this Lease; (2) Tenant shall give Landlord written notice at least 30 days prior to the effective date of the proposed Permitted Transfer; (3) with respect to a proposed Permitted Transfer to an Affiliated Party, Tenant continues to have a net worth equal to or greater than Tenant's net worth at the date of this paragraph Lease; and (4) with respect to a purchase, merger, consolidation or reorganization or any Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, (a) Tenant’s successor shall own all or substantially all of the assets of Tenant, and (b) Tenant’s successor shall have a net worth which is at least equal to subsequent attempts the greater of Tenant's net worth at the date of this Lease or Tenant's net worth as of the day prior to assignthe proposed purchase, transfer merger, consolidation or sublease reorganization. Tenant’s notice to Landlord shall include information and documentation showing that each of the above conditions has been satisfied. If requested by Lessee or Lessee's heirsLandlord, successors, assigns, transfers or sublesseesXxxxxx’s successor shall sign a commercially reasonable form of assumption agreement. As used herein, (A) “parent” shall mean a company which owns a majority of Tenant’s voting equity; (B) "subsidiary" shall mean an entity wholly owned by Tenant or at least 51% of whose voting equity is owned by Tenant; and (C) “affiliate” shall mean an entity controlled by, controlling or under common control with Tenant. Notwithstanding the terms Lessor and Lessee foregoing, if any parent, affiliate or subsidiary to which this Lease has been assigned or transferred subsequently sells or transfers its voting equity or its interest under this Lease other than to another parent, subsidiary or affiliate of the original Tenant named hereunder, such sale or transfer shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to be a Transfer requiring the benefit consent of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeLandlord hereunder.

Assignment or Sublease. 8.1 Except for an assignment or sublease to an affiliate, subsidiary or parent of Lessee, which shall not require the consent of the Lessor, the Lessee may shall not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein or any property on the Leased Premises, nor sublet the Leased Premises or any part thereof or any property thereon, nor grant any interest, privilege, or license whatsoever in connection with this Lease without the prior written consent of the Lessor, which . Such consent shall not be unreasonably withheldwithheld or delayed. No assignment, transfer Any assignment or sublease under this Section shall be effective as against Lessor for subject to the provisions of Sections 8.2, 8.3, 8.4, and 8.5. Notwithstanding the above, any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer assignment or sublease to an affiliate, subsidiary, or parent of Lessee shall only take place after written notice of such assignment or sublease is provided to the Lessor. 8.2 Any assignment or sublease granted by the Lessee shall be subject to all of the terms and unless all sums due from Lesseeconditions of this Lease and shall terminate immediately upon the expiration or any earlier termination of this Lease, together with without any costs to liability on the part of the Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement the Lessee or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunderassignee or sub-lessee. Lessor's consent to one assignment, transfer Under any assignment or sublease by Lessee made, with or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used hereinwithout consent, the terms Lessor and Lessee assignee or sub- lessee shall be deemed to include their respective heirshave assumed all of the obligations of the Lessee under this Lease. No assignment or sublease shall relieve the Lessee of any of its obligations under this Lease unless the Lessor shall specifically consent, successorsin writing, assignsto release the Lessee from such obligations, transferees and sublessees. The termswhich consent may be withheld in the Lessor’s reasonable discretion 8.3 Consent to any license, conditions and covenants contained in this Agreement sublease, or assignment shall apply to, inure not be taken or construed to diminish or enlarge any of the benefit rights or obligations of and be binding upon either of the parties hereto and their respective heirsunder the Lease. Consent or rejection of any proposed license, successorssublease or assignment shall be provided within ( ) days of receipt by the Lessor of a written request thereof, which includes a copy of the proposed instrument. assignsIf the Lessor does not reject, transferees and sublesseesvia a written document, the proposed license, sublease or assignment within ( ) days of receipt by the Lessor of said written request, the proposed license, sublease or assignment shall be deemed approved. Nothing contained herein Upon any permitted assignment or sublease of the Leased Premises, Lessee shall limit furnish a copy of the same to Lessor's right . 8.4 Any agreement of sublease or assignment must expressly provide that (1) the sublease or assignment is subject to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights the terms and conditions of the Lease; (2) it shall terminate with the expiration or earlier termination of the Lease; (3) for the period of time which the Operating Agreement is in effect, the sub-lessee or assignee shall assume all of the Lessee’s obligations hereunder and responsibilities under the Operating Agreement identified in Section 4 of the SiteLease (Exhibit “C”); and (4) in case of any conflict between the Lease and any agreement of sublease or assignment, and in such event Lessor shall be released from any further obligations hereunder the Lease will control. 8.5 A copy of the Lease and the successor-in-interest Operating Agreement must be attached to any license or agreement of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseesublease or assignment.

Assignment or Sublease. Lessee may Tenant shall not assign assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or any interest therein, nor sublease the whole or any interest covered by part of the Leased Premises, nor shall this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein hereunder be assignable or transferable by any process or proceeding of any court, or otherwise, without in each case first obtaining the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld. Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place, No assignment, subleasing or other transfer or sublease shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be effective as against Lessor for deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any purpose unless Lessor shall have consented thereto in writing prior to such assignmentcorporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or sublease other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and unless all sums due from Lessee, together with (v) a change in control in any costs to Lessor to cover reasonable legal and other expenses partnership tenant. The acceptance by Landlord of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee amounts following any transaction prohibited hereunder shall not be deemed to be a waiver consent by Lessor of Landlord nor shall the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall same be deemed to include their respective heirsbe a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, successorssubleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, assignssubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, transferees and sublessees. The terms, conditions and covenants contained in this Agreement Landlord shall apply to, inure to have the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site terminate this Lease with respect to Lesseethat portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subleasing, and enter into the relationship of Landlord and Tenant with the proposed assignee or subtenant based on the rent (and/or other compensation) and term agreed to by such assignee or subtenant and otherwise upon the terms and conditions of this Lease. In connection with any sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. Lessee may Subject to the rights of the Master Landlord and the restrictions contained in the Master Lease in connection with a Transfer, Subtenant is not assign or transfer this Agreement or any interest thereinentitled to assign, sublease any interest covered by this Agreement or encumbermortgage, hypothecate or otherwise give as security this Agreement transfer all or any part of its interest therein in this Sublease, nor sublet the Sublease Premises or any part thereof, nor enter into license agreements with respect thereto, nor permit occupancy thereof by any person other than Subtenant and its employees, without in each case first procuring the written consent of consent of Sublandlord. That consent may be withheld by Sublandlord in its sole and absolute discretion. Any attempted assignment, subletting, license, mortgage, hypothecation or other transfer of all or any part of Subtenant’s interest in this Sublease without Sublandlord’s prior written consent shall be void and shall, at the option of LessorSublandlord, terminate this Sublease. Subtenant shall reimburse Sublandlord for Sublandlord’s reasonable attorneys’ fees incurred in connection with the processing and documentation of this Sublease, including the cost of obtaining Master Landlord’s consent to this Sublease in an amount not to exceed Two Thousand Five Hundred Dollars ($2,500.00), and of any such requested assignment, subletting, license, mortgage, hypothecation or other transfer of all or any part of Subtenant’s interest in this Sublease. Notwithstanding the foregoing, Subtenant may assign this Sublease or sublet the Premises or any portion thereof, with Sublandlord’s prior written consent (which consent shall not be unreasonably withheld. No assignment) to any corporation which controls, transfer is controlled by or sublease shall be effective is under common control with Subtenant, to any corporation resulting from a merger or consolidation with Subtenant, or to any person or entity which acquires all the assets of Subtenant’s business as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignmenta going concern; provided, transfer or sublease and unless all sums due from Lesseehowever, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee the assignee or sublessee shall not be deemed a waiver by Lessor assumes the obligations of Subtenant hereunder, and Subtenant remains fully liable hereunder, and the use of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseePremises remains unchanged.

Assignment or Sublease. Lessee may (a) Except for a Permitted Transfer (as defined in Subparagraph 19(f) below), Tenant shall not assign or transfer encumber its interest in this Agreement Lease or any interest therein, portion of the Premises or sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement all or any interest therein part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the Premises without the prior written consent of Lessorfirst obtaining Landlord's consent, which consent shall not be unreasonably withheld, conditioned or delayed. No In addition to any other commercially reasonable grounds upon which Landlord may withhold its consent, Landlord shall be deemed reasonable in withholding its consent if it determines in its sole discretion that: (i) the intended use of the Premises by the proposed assignee or sublessee will be inconsistent with the typical office or warehouse improvements existing within the Premises or permitted to be constructed within the Premises pursuant to the terms of this Lease; or (ii) the intended uses of the Premises by the proposed assignee or sublessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises in violation of the terms of this Lease. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and at Landlord's election, shall constitute a default hereunder. Landlord's waiver or consent to any assignment or subletting shall not relieve Tenant or any assignee or sublessee from any obligation under this Lease whether or not accrued. (b) Except as expressly permitted pursuant to the terms of Paragraph 19(f) below, if Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 50% of the value of the assets of Tenant shall be deemed a voluntary assignment. The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 50% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraphs shall not apply to corporations the stock of which is traded through a public exchange. If Landlord shall consent to any assignment or sublease of this Lease, 50% of all sums and other consideration payable to or for the benefit of the Tenant from its assignees or subtenants in excess of the rent payable by Tenant to Landlord under this Lease, and after deducting Tenant's commercially reasonable cost to sublet or assign, including, but not limited to, brokerage fees, marketing fees, tenant improvements costs and legal fees (collectively, the "Tenant Transfer Costs") shall be paid to Landlord (the "Excess"), within thirty (30) days following Tenant's receipt of such sums; provided, however, this provision shall not apply to any Permitted Transfer. (c) If Tenant requests Landlord's consent to an assignment or sublease that is not a Permitted Transfer, Tenant shall submit to Landlord, in writing, the name of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and all other material terms and conditions of the proposed assignment or sublease, including, without limitation, evidence reasonably satisfactory to Landlord that the proposed assignee or subtenant satisfies the financial criteria set forth in the first paragraph of this Paragraph 19, thirty (30) days prior to the proposed effective date of such assignment or sublease. Tenant shall also submit to Landlord a processing fee of One Thousand Dollars ($1,000.00) as a condition to Landlord reviewing Tenant's proposed assignment or subletting materials. Landlord shall within twenty-one (21) days after Landlord's receipt of such written request and information either consent to or refuse to consent to such assignment or sublease in writing (which consent shall not be unreasonably withheld, conditioned or delayed, and no such consent to an assignment or sublease shall be effective as against Lessor for relieve Tenant or any purpose unless Lessor shall have consented thereto guarantor of Tenant's obligations under this Lease of any liability hereunder). If Landlord should fail to notify Tenant in writing prior of its decision within such twenty-one (21)-day period after the later of the date Landlord is notified in writing of the proposed assignment or sublease or the date Landlord has received all required information concerning the proposed assignee or subtenant and the proposed assignment or sublease, Landlord shall be deemed to have refused to consent to such assignmentassignment or sublease. If Tenant requests Landlord's consent to any such assignment or sublease, transfer the assignment shall be on a form reasonably approved by Landlord, and Tenant shall pay Landlord, whether or sublease and unless all sums due from Lesseenot consent is ultimately given, together with any costs to Lessor to cover reasonable legal attorneys' fees and other expenses of Lessor costs actually incurred by Landlord with third parties in connection with the preparation, review and/or approval of such documentation, not to exceed $2,000.00 per event. (d) No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including, without limitation, the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, transfer makes an assignment for the benefit of creditors, or subleaseinstitutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or execution is levied on this Lease; or (c) If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have been paid the right to Lessor. Each and every attempt elect to assignterminate this Lease, transferin which case this Lease shall not be treated as an asset of Tenant. (e) No assignment or subletting, sublease, encumber occupancy or hypothecate this Agreement collection of rent from any proposed assignee or any interest therein in a manner contrary to that set forth herein may sublessee shall be deemed a default waiver on the part of Landlord, or the acceptance of the applicable assignee or sublessee, as applicable, as Tenant, and no such assignment or subletting shall release Tenant of Tenant's obligations under this Lease or alter the primary liability of Tenant to pay rent and to perform all other obligations to be performed by Lessee Tenant hereunder. Lessor's consent Landlord may require that any assignee or sublessee remit directly to Landlord on a monthly basis, all monies due Tenant by said assignee or sublessee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one assignment, transfer assignment or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee subletting shall not be deemed a waiver consent to any subsequent assignment or subletting. In the event of default by Lessor any assignee or sublessee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or sublessee or successor. Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease. Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 1995.310. (f) Notwithstanding any provisions of Paragraph 19 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "Permitted Transfer"), without Landlord's consent and without payment of any Excess to any entity which controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant, to any person or entity which acquires all or substantially all of the assets of Tenant's business as a going concern, or to any person or entity which acquires all or substantially all of the equity ownership interests of Tenant (each, a "Permitted Transferee"), provided that: (i) at least seven (7) days prior to such assignment or sublease, Tenant delivers to Landlord notice of such contemplated Permitted Transfer and the identity of the Permitted Transferee; (ii) if an assignment, the Permitted Transferee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the Permitted Transferee executes a sublease agreement acknowledging that such subletting is subject to this Lease); (iii) Tenant remains fully liable under this Lease; (iv) the use of the Premises under Subparagraph 1(d) above remains substantially similar following the Permitted Transfer; and (v) the Permitted Transfer is not entered into as a subterfuge to avoid the restrictions and provisions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeParagraph 19.

Assignment or Sublease. Lessee may not In the event Tenant should desire to assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, except as provided in Article 7, or sublet the prior Premises or any part thereof, Tenant shall give Landlord written notice of such desire at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublet. After Tenant has located a subtenant satisfactory to Tenant, it shall provide further notice to Landlord. This further notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of Lessorfive (5) working days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space, (ii) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within said five (5) working day period, Landlord shall be deemed to have elected option (ii) above. Except as provided below, any rent or other consideration realized by Tenant under any such sublease and assignment in excess of the monthly rental installments payable hereunder, and all expenses payable under Article 11 less reasonable subletting and assignment costs, and costs payable by Tenant to modify the premises to suit the sub-tenant, shall be divided and paid fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. Tenant shall first receive its subletting and modification costs without interest before dividing any excess profits with Landlord. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent to the proposed assignment or sublease shall not be unreasonably withheld. No assignmentwithheld provided and upon condition that: (a) In Landlord's reasonable judgment, transfer the proposed assignee or subtenant is engaged in such a business, and the Premises, or the relevant part thereof, will be used in such a manner, that: (ii) is limited to the use expressly permitted under this Lease; (b) The proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the responsibility involved and Landlord has been furnished with reasonable proof thereof; (d) The proposed sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior form reasonably satisfactory to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee Landlord; (e) There shall not be deemed a waiver by Lessor more than two (2) subtenants of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in Premises at any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.one time;

Assignment or Sublease. Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent (a) Tenant shall not be unreasonably withheld. No assignment, transfer voluntarily or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses by operation of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to law assign, transfer or sublease by Lessee encumber (collectively “Assign”) or Lessee's heirssublet all or any part of Tenant’s interest in this Lease or in the Leased Premises, successors, assigns, transfers or sublessees. As used herein, allow any third party to use any portion of the terms Lessor and Lessee Leased Premises (which for purposes of the balance of this Section 5.6 shall be deemed to include their respective heirsbe a “sublet” or “sublease” of the Leased Premises), successors, assigns, transferees without Landlord’s prior written consent given under and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure subject to the benefit terms of this Section 5.6. Tenant may not sublease the Roof Deck Premises separately from the Office Premises. (b) If Tenant desires to Assign this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord a request for consent to such transaction, in writing. Xxxxxx’s written request for consent shall specify the date the proposed assignment or sublease would be effective and be binding upon accompanied by information pertinent to Landlord’s determination as to the parties hereto financial and their respective heirsoperational responsibility and appropriateness of the proposed assignee or subtenant, successorsincluding, without limitation, its name, business and financial condition, financial details of the proposed transfer, the intended use (including any modification) of the Leased Premises, and exact copies of all of the proposed agreement(s) between Tenant and the proposed assignee or subtenant. assignsTenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested (within ten (10) days after receiving Tenant’s consent request) by Landlord, transferees and sublessees(ii) an opportunity to meet and interview the proposed assignee or subtenant, if requested by Xxxxxxxx. (c) Landlord shall have until the later of (x) ten (10) business days following such interview and receipt of all such additional information and (y) thirty (30) days from the date of Xxxxxx’s original notice if Xxxxxxxx does not request additional information or an interview, within which to notify Tenant in writing that Landlord elects either (i) to terminate this Lease as to the space so affected as of the effective date of the proposed assignment or sublease specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space as of such date, other than those obligations which survive termination of the Lease, or (ii) to consent to or withhold consent to Tenant’s request to Assign this Lease or sublet such space, such consent not to be withheld so long as the proposed assignee or sublessee is approved by Landlord and is of sound financial condition as determined by Landlord in its absolute and sole discretion, the use of the Leased Premises by such proposed assignee or sublessee would be a Permitted Use, the proposed assignee or sublessee executes such reasonable assumption documentation as Landlord shall require, and the proposed assignee or sublessee is not (x) already a tenant in the Building or (y) a party with whom Xxxxxxxx has been discussing the leasing of space in the Building. Nothing contained herein Failure by Landlord to approve a proposed subtenant or assignee shall limit Lessor's right not cause a termination of this Lease. (d) In the event Tenant shall request the consent of Landlord to transfer and/or assign any assignment or subletting hereunder, Tenant shall pay Landlord a processing fee of $2,500.00 and such fee shall be deemed Additional Rent under this Lease. (e) Any rent or other consideration realized by Tenant under any such sublease or assignment in excess of (i) the proportionate Rent payable for the applicable subleased space, (ii) any manner whatsoeverreasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent periods, etc.), and (iii) any advertising costs and brokerage commissions associated with such assignment or sublease (“Profit”), shall be divided and paid as follows: fifty percent (50%) to Tenant and fifty percent (50%) to Landlord; provided, however, that if Tenant is in default hereunder beyond any applicable cure period, Landlord shall be entitled to all such Profit. (f) In any subletting undertaken by Tenant, Tenant shall use commercially reasonable efforts to obtain not less than fair market rent for the space to be sublet. In any assignment of this Lease in whole or in part, Tenant shall seek to obtain from the assignee consideration reflecting a value of not less than fair market rent for the space subject to such assignment. (g) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the assignee or subtenant. (h) No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. In the event of default by an assignee or subtenant of Tenant or any successor of Xxxxxx in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any assignment or subletting made without Landlord’s consent or which conflicts with the provisions hereof shall be void and, at Landlord’s option, shall constitute a default under this Lease. (i) Notwithstanding anything to the contrary contained in this Lease, Tenant may (with ten (10) business days’ prior written notice to Landlord) assign this Lease or sublet the Leased Premises, without Xxxxxxxx’s consent (or sharing of Profit, or recapture right by Landlord), to any entity controlling, controlled by, or under common control with Tenant, or to a successor of Tenant resulting from a merger or consolidation of Tenant, or to the purchaser of all or substantially all of its rights Tenant’s assets or stock (each, a “Permitted Transfer”); provided, however, that (i) no such assignment, sublease, or change of control shall relieve Tenant from any liability under this Lease, whether accrued to the date of such assignment, sublease, or change of control, or thereafter accruing (unless Tenant is a “disappearing” entity in a transaction otherwise allowed hereunder, except if such transaction(s) is/are entered into to evade Tenant’s obligations hereunder), (ii) if an assignment or sublease, such assignee or sublessee expressly assumes, in writing, all of Tenant’s obligations under this Lease, in form and content reasonably acceptable to Landlord (except, as between a sublessee and Tenant, for the specific business deal between Tenant and such sublessee), and (iii) no series of one or more of such transactions shall be used by Tenant to “spin off” this Lease to independent third parties if such transactions are entered into to evade Tenant’s obligations hereunder hereunder, and (iv) Tenant shall give Landlord ten (10) business days’ prior written notice of any such transaction not requiring Landlord’s consent (or if Tenant is unable to disclose an impending transaction due to legal requirements, then Tenant shall notify Landlord in writing within five (5) days after the transaction). In addition, any change in the Sitecontrolling interest in the stock of Tenant as a result of an initial public offering of Tenant’s stock, and in such event Lessor any transfer of the capital stock of Tenant by persons or parties through the “over the counter market” or through any recognized stock exchange, shall not be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect deemed to Lesseebe an assignment or transfer requiring Landlord’s consent.

Assignment or Sublease. Lessee (a) In the event Tenant assigns this Lease or sublets the Leased Premises or any part thereof to a Tenant Affiliate, then Tenant shall give Landlord notice of such assignment or sublease no later than the consummation of such assignment or sublease, unless it is not reasonably possible to give notice by such time, in which event Tenant shall give Landlord notice thereof as soon as reasonably practicable thereafter, Landlord’s approval shall not be required, but Tenant shall, at the time of such notice, provide Landlord with a copy of all executed documents effecting such assignment or sublease. (b) Subject to the provisions hereof, Tenant shall have the right to assign or sublet the Leased Premises, or any portion thereof, to a person or entity other than a Tenant Affiliate on the earlier of: (i) the second anniversary of the Term Commencement Date, or (ii) the date on which 95% of Net Rentable Area of the Office Section in the Building is initially leased. In the event Tenant intends to assign this Lease or sublet the Leased Premises or any part thereof to a person or entity other than a Tenant Affiliate, then Tenant shall give Landlord notice of such intent. (1) If Tenant and/or any Tenant Affiliates are in occupancy of at least seventy-five (75%) of the Net Rentable Area included in the Leased Premises on the Term Commencement Date, any such assignment of this Lease or subletting of the Leased Premises shall be subject to Landlord’s right to consent or withhold consent thereto as hereinafter provided, and Tenant shall provide Landlord with (i) the name of the proposed assignee or sublessee, (ii) such information as to the financial responsibility and standing of the assignee or subtenant as Landlord shall reasonably require, (iii) such of the relevant terms and provisions upon which the proposed assignment or subletting is to be made as Landlord shall reasonably require, (iv) any additional information or documents reasonably requested by Landlord. Landlord shall have a period of ten (10) days following the receipt of any additional information (or twenty (20) days from the date of Tenant’s original notice, if Landlord does not request additional information) within which to notify Tenant whether or not Landlord consents to the proposed assignment or sublease. Landlord’s right to withhold consent to any such proposed assignment or sublease shall be limited to one or more of the following reasons: (x) the use of the Leased Premises by the proposed assignee or sublessee would not constitute a Permitted Use, (y) the character and business reputation of the proposed assignee or sublessee is inconsistent with the character of the Building as a first-class office building, or (z) the proposed assignee or sublessee is not of sound financial condition as determined by Landlord in the reasonable exercise of its business judgement. If Landlord should fail to notify Tenant whether or not Landlord consents to the proposed assignment or sublease within said period, Landlord shall be deemed to have consented thereto. In no event shall a failure by Landlord to approve or disapprove a proposed subtenant or assignee cause a termination of this Lease. (2) If Tenant and/or any Tenant Affiliates are in occupancy of less than seventy-five (75%) of the Net Rentable Area included in the Leased Premises on the Term Commencement Date, Tenant’s notice to Landlord of its intention to sublet or assign space shall be accompanied by (i) a summary of the proposed business terms (including, without limitation, financial terms) on which Tenant intends to assign this Lease or sublet said space, (ii) the location of the sublet space, if a proposed sublease, and (iii) any additional information or documents as Landlord may reasonably require. Landlord shall have a period of ten (10) days following the receipt of any additional information (or twenty (20) days from the date of the Tenant’s original notice, if Landlord does not request additional information) within which to notify Tenant of Landlord’s election either (i) to terminate that portion of the Leased Premises so affected by Tenant’s desire to sublet or the entire Leased Premises if Tenant’s desire is to assign this Lease or (ii) permit Tenant to market said space. If Landlord should fail to notify Tenant of its election within said period, Landlord shall be deemed to have allowed Tenant to market said space. If Landlord cancels this Lease as to a portion of the Leased Premises as provided above, Landlord and Tenant shall enter into a modification of the Lease so as to equitably reflect the effects of such cancellation of the space. If Landlord cancels this Lease as to the entire Leased Premises as provided above, Landlord and Tenant shall execute such documents as are reasonably necessary to memorialize such cancellation. If Landlord shall allow Tenant to market said space, when Tenant has located such assignee or sublessee, the Tenant shall notify Landlord in accordance with the provisions of subparagraph (1) above and the other provisions thereof shall apply. (3) Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer this Agreement Lease, nor sublet the Leased Premises or any portion thereof, to any person or entity who is then a tenant or subtenant in the Project or who has executed a lease or sublease to occupy space in the Project, unless at the time Tenant requests Landlord’s consent to assign this Lease or sublet space (i) ninety-five (95%) or more of the total rentable area of the Project is subject to leases which have not been terminated by either Landlord or the tenants thereunder the terms of which extend at least three (3) months beyond the commencement date of the proposed assignment or sublease, or (ii) Landlord reasonably determines that it will be unable to accommodate the proposed assignee’s or sublessee’s need for space anywhere within the Project within three (3) months after the commencement date of the proposed assignment or sublease. (4) Any other assignment or sublease without the consent of Landlord (which may be withheld in Landlord’s sole and absolute discretion) shall be prohibited. (c) Any rent or other consideration realized by Tenant in connection with any sublease or assignment (except pursuant to Section 4.05(a)) in excess of the Rent payable hereunder, after amortization (over the term of such sublease or assignment) of all reasonable costs incurred by Tenant in connection with such subletting or assignment (including, without limitation, brokerage commissions, legal fees, tenant inducements, and reasonable financing charges (the reasonableness of which is to be determined with reference to the rates then being offered by institutional lenders for such financing)), shall be divided and paid as follows: (i) so long as after such assignment or subletting Tenant and/or any Tenant Affiliate shall occupy not less than seventy-five percent (75%) of the Net Rentable Area included in the Leased Premises on the Term Commencement Date, fifty percent (50%) of the excess shall be paid to Tenant and fifty percent (50%) to Landlord; and (ii) in all other cases, twenty-five percent (25%) of the excess shall be paid to Tenant and seventy-five percent (75%) to Landlord. (d) In any subletting undertaken by Tenant, other than subletting to Tenant Affiliates or where Landlord agrees to the contrary, Tenant shall seek to obtain rent at the market rate for the space so sublet. In any assignment of this Lease, other than an assignment to a Tenant Affiliate or where Landlord agrees to the contrary, Tenant shall seek to obtain from the assignee consideration reflecting rent at the market rent for the space subject to such assignment. Tenant shall not be obligated to obtain rent at the market rate for the space so sublet or assigned. (e) In the case of each assignment or sublease: (i) Tenant and the assignee or subtenant, as the case may be, shall execute an assignment or sublease which shall include terms that do not materially differ from those previously disclosed to Landlord; (ii) promptly, but in any event within five (5) Business Days after the execution thereof, an executed copy of the assignment or sublease shall be delivered to Landlord; (iii) the terms and provisions of any sublease whereby the sublessee occupies less than seventy-five percent (75%) of the Net Rentable Area included in the Leased Premises on the Term Commencement Date shall specifically prohibit the assignment of the interest thereinof the sublessee, sublease or the sub-subletting of all or any interest portion of the Leased Premises covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein the sublease without the prior written consent of Lessorthe Landlord, which consent shall not be unreasonably withheld. No assignment, transfer ; (iv) no assignment or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignmentaffect the continuing primary liability of Tenant (which, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer following assignment or sublease, shall be joint and several with the assignee or subtenant, as the case may be; however, Landlord shall have been paid no obligation to Lessor. Each and every attempt name any such assignee or sublessee, in connection with enforcing any of Landlord’s rights against Tenant hereunder); (v) no consent by Landlord to assignany of the foregoing in the specific instance shall operate as a waiver in any subsequent instance; (vi) no assignment or sublease shall permit the assignee, transfer, sublease, encumber or hypothecate this Agreement sublessee or any other person or entity having an interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignmentthe possession, transfer use, occupancy or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor utilization of the restrictions Leased Premises, to receive or to pay rental or payment on account of this paragraph as to subsequent attempts to assignthe use, transfer occupancy or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, utilization of the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, Leased Premises based in whole or in partpart on the net income or profits derived by any person or entity from any property leased, all used, occupied or utilized (other than an amount based on a fixed percentage or percentages of its rights receipts of sales); and obligations hereunder (vii) no assignment shall be binding upon Landlord, unless Tenant shall deliver to Landlord an instrument in form and in the Site, substance reasonably satisfactory to Landlord and in such event Lessor shall be released from any further obligations hereunder and recordable form which contains a covenant of assumption by the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site assignee with respect to Lesseethe period following the effective date of the assignment running to Landlord and all persons claiming by, through and under Landlord, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its primary liability as Tenant hereunder. (f) No assignment or sublease by Tenant shall relieve Tenant of any obligation under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be void. (g) If Tenant has obtained Landlord’s consent to assign this Lease or sublet all or any portion of the Leased Premises, and Tenant has failed to execute an assignment or sublease within six (6) months following the date of Landlord’s consent (which is referred to in Section 4.05(b) above), Tenant shall again be obligated to notify Landlord of any intent to assign this Lease or sublet all or any portion of the Leased Premises, and Landlord shall again have the right to approve any proposed assignment or sublease under Section 4.05(b)(1) and (2) above and, if applicable, to terminate this Lease as to all or a portion of the Leased Premises in accordance with Section 4.05(b)(2) above.

Assignment or Sublease. Lessee may Tenant shall not assign this Lease or transfer this Agreement sublet any part of the Premises (each, a “Transfer” and any assignee or any interest thereinsublessee, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein a “Transferee”) without the Landlord’s prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed. To assist Landlord in determining whether to consent to a Transfer, Tenant shall submit the following to Landlord, as well as any other information reasonably requested by Landlord: (i) the name and jurisdiction of the Transferee; (ii) the proposed use of the Premises; (iii) the terms of the proposed Transfer; (iv) current financial statements and the most recent filed federal income tax return of the proposed Transferee; and (v) the proposed Transfer documents. No assignment, transfer or sublease Transfer shall affect the liability of Tenant under this Lease and Tenant and any Transferee shall be effective liable to Landlord for performance of Tenant’s obligations under this Lease. Consent to any Transfer shall not operate as against Lessor for a waiver of the necessity of a consent to any purpose unless Lessor subsequent Transfer. Landlord shall have consented thereto be acting reasonably in writing prior denying consent to such assignment, transfer or sublease a Transfer if Landlord determines (a) the use and unless all sums due from Lessee, together occupancy of the Premises by the proposed Transferee would degrade the operation and maintenance of a first-class office building; (b) the proposed Transfer will conflict with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from Building lease; (c) intentionally omitted; (d) the proposed Transferee is an assignee, transferee or sublessee shall not be deemed a waiver by Lessor existing tenant of the restrictions Building actively or in the prior three months engaged in negotiations with Landlord to lease additional or relocation space in the Building; (e) the use and occupancy of this paragraph as to subsequent attempts to assign, transfer or sublease the Premises by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure proposed Transferee will unreasonably increase the traffic to the benefit Building, or occupancy levels within the Building beyond Tenant’s maximum density allowed under this Lease or a typical office tenant, whichever is greater; or (f) the use and occupancy of and the Premises by the proposed Transferee may increase the risk of environmental contamination of the Project due to Hazardous Material to be binding brought upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseeProject.

Assignment or Sublease. Lessee A. Consent by Landlord: Except as specifically provided in Section 18.E below, Tenant may not assign voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer this Agreement all or any part of Tenant’s interest thereinin this Lease or in the Premises, sublease cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest covered by in this Agreement Lease or encumber, hypothecate or otherwise give as security this Agreement or any interest therein the Premises (all of the foregoing being a “Transfer”) without the prior express written consent of LessorLandlord. In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements of the transferee covering the preceding three (3) years if available, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant unless publicly available. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed Transfer. Landlord shall have a fifteen (15) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the portion of the Premises proposed to be transferred (other than with respect to a Permitted Transfer), if the portion of the Premises proposed for Transfer, together with any portion of the affected floor within the Building then subject to another Transfer, is for more than seventy five percent (75%) (cumulatively, for the proposed Transfer and all other Transfers then in effect with respect to such floor) of the rentable square footage of such floor, or the Transfer then under consideration is for more than seventy five percent (75%) of the remaining Lease Term (not taking into account Option Terms which have not yet commenced); (ii) permit Tenant to Transfer such space to the named transferee on the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 15-day period described in the immediately prior sentence, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent shall be adjusted based on the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises before exercise of Landlord’s election to terminate, and Tenant’s Allocable Share of all other costs and charges shall be adjusted in accordance with Section 9.E based upon the remaining rentable area of the Premises. In the event Landlord does not elect option (i) above, Landlord’s consent to the proposed Transfer shall not be unreasonably withheld. No , conditioned or delayed, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease in the case of an assignment (or in the case of a Transfer of less than all of Tenant’s interest in this Lease or a sublease, the financial obligations under such Transfer) and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of Section 18.I below or if it is an assignment, transfer is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than two (2) subtenants or sublease shall other occupants (not including employees) within the Premises at any time during the Lease Term; and (v) Tenant reimburses Landlord on demand for all costs that may be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor incurred by Landlord in connection with such said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent, not to exceed Two Thousand Five Hundred Dollars ($2,500) per Transfer request. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole and absolute discretion. Tenant shall reimburse Landlord on demand for all costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent, not to exceed Two Thousand Five Hundred Dollars ($2,500) per Hypothecation request. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or subleasehypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall have been paid be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Lessor. Each and every attempt Section 18.E below, the foregoing provisions of this sentence shall not apply to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein a transfer of stock in a manner contrary corporation whose stock is publicly traded on a public stock exchange if the transfer of stock is not in connection with a transaction or series of transactions which would result in Tenant no longer being publicly traded on a public stock exchange. If Tenant is an entity, any sale of all or substantially all of its assets shall be deemed an assignment of this Lease. Subject to that set forth herein may Section 18.E below, if Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a default by Lessee hereunderTransfer. Lessor's consent to one assignment, transfer Tenant acknowledges and agrees that the provision of this Section 18 are not unreasonable standards or sublease by Lessee or acceptance conditions for purposes of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor Section 1951.4 of the restrictions California Civil Code, as amended from time to time, under bankruptcy laws, or for any other purpose. B. Assignment or Subletting Consideration: Landlord and Tenant hereby agree that fifty percent (50%) of this paragraph as to subsequent attempts to assignany rent or other economic consideration (not including stock, transfer warrants and options but otherwise including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof) in excess of the Base Monthly Rent and Reimbursable Operating Costs payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below)) (i) realized by Tenant in connection with any Transfer by Tenant, and/or (ii) realized by a subtenant or sublease any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by Lessee or Lessee's heirssuch Subsequent Transferor, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed paid by Tenant to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.Landlord

Assignment or Sublease. Lessee may (1) Tenant shall not assign voluntarily, involuntarily, or transfer this Agreement or any interest thereinby operation of law, sublease any interest covered by this Agreement assign, or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoeverLease, in whole or in part, all or sublet the whole, or any part of, the Demised Premises, or permit any other persons to occupy same without the prior written consent of its rights the Landlord, references elsewhere in this Lease to assignees, subtenants, or other persons notwithstanding. Any assignment or subletting, even with the prior written consent of Landlord, shall not relieve Tenant from liability for payment of rent or other sums herein provided or from the obligation to keep and obligations hereunder and in be bound by the Siteterms, conditions, and covenants of this Lease. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be so construed as implying Landlord's consent to the assignment of this Lease or subletting of the Demised Premises. The referenced assignment or Sublease provision shall remain in effect should the Tenant renew the Lease. (2) If Tenant is a corporation other than a corporation whose stock is listed on a national stock exchange, then any transfer of this Lease from Tenant by merger, consolidation, or liquidation, shall constitute an assignment for the purpose of this Lease. An assignment for the benefit of creditors, or by operation of law, shall not be effective to transfer any rights to the assignee without the prior written consent of the Landlord having been obtained. (3) Notwithstanding any provision above to the contrary, before Tenant may assign this Lease or sublet Demised Premises, Tenant must first offer to relinquish its Lease of said premises, and to surrender same, to the Landlord; and Tenant agrees that if Landlord accepts said offer within ten (10) calendar days of receipt thereof, this Lease shall terminate and become null and void upon a date designated by Landlord, not less than thirty (30) nor more than sixty (60) calendar days after the date of Landlord's acceptance. Upon such event Lessor acceptance and termination, all accounts and interests of the parties shall be released from settled to the Date of Termination. Any profits net of reasonable subleasing expenses shall be split in a fifty/fifty percent (50%/50%) basis with the Landlord. (4) Notwithstanding any further obligations hereunder other provision of this Lease, the Parties acknowledge that they have executed a Landlord Consent Agreement dated July 1, 1997 in which Landlord, among other things, agreed to Tenant granting a lien on Tenant's leasehold interest under the existing Lease to Signet Bank. The Parties agree that that Consent Agreement remains in full force and the successor-in-interest of Lessor shall have all the rights effect with regard to this Lease and obligations hereunder and in the Site with respect that every reference therein to Lessee"Lease" means this Lease.

Assignment or Sublease. Lessee may not In the event Tenant desires to assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement Lease or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the prior written Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any additional information as reasonably required to determine whether Landlord will consent to the proposed assignment or sublease. Landlord shall then have a period of Lessorten (10) days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse consent. If Landlord should fail to notify Tenant in writing of such election within said 10-day period, Landlord shall be deemed to have elected option (i) above. Any rent or other economic consideration realized by Tenant under any such sublease and assignment in excess of the rent payable hereunder, after the net unamortized cost of the Tenant Extra Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs including brokerage commissions, shall be divided and paid fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. The above provisions relating to Landlord's right to terminate the Lease and relating to the allocation of bonus rent are independently negotiated terms of the Lease, constitute a material inducement for the Landlord to enter into the Lease, and are agreed as between the parties to be commercially reasonable. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease except for obligations created by any subsequent amendment of this Lease to which Tenant is not a party. Any assignment or subletting which conflicts with the provisions hereof shall be void. Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord and Tenant) to the proposed assignment or sublease shall not be unreasonably withheld. No assignmentwithheld or delayed, transfer provided and upon condition that: (i) in Landlord's reasonable judgment, the proposed assignee or subtenant is engaged in such a business, and the Premises, or the relevant part thereof, will be used in such a manner, that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a reputable company with sufficient financial worth and management ability to undertake the responsibility involved, and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be effective as against Lessor in form reasonably satisfactory to Landlord; (iv) Tenant shall reimburse Landlord on demand for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor that may be incurred by Landlord in connection with such assignment, transfer said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent not to exceed $1500 per request for assignment or sublease; and (v) Tenant shall not have been paid advertised or publicized in any way the availability of the Premises without prior notice to LessorLandlord. Each Any assignment or transfer shall be made only if and every attempt shall not be effective until the assignee shall execute, acknowledge and deliver to assignLandlord an agreement, transferin form and substance satisfactory to Landlord, subleasewhereby the assignee shall assume all of the obligations of this Lease on the part of Tenant to be performed or observed following the date of the assignment and shall be subject to all of the covenants, encumber agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such sublease or hypothecate assignment and the acceptance of rent or additional rent by Landlord from any subtenant or assignee, Tenant shall and will remain fully liable for the payment of the rent and additional rent due, and to become due hereunder, for the performance of all of the covenants, agreements, terms, provisions and conditions contained in this Agreement Lease on the part of Tenant to be performed except with respect to obligations of Tenant created by subsequent amendments of this Lease to which Tenant is not a party, and for all acts and omissions of any licensee, subtenant, assignee or any interest therein other person claiming under or through any subtenant that shall be in a manner contrary to that set forth herein may violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. Tenant shall further indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) resulting from any claims by any real estate brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. In the event of Tenant's default, Tenant hereby assigns all rents due from any assignment or subletting to Landlord as security for performance of its obligations under this Lease and Landlord may collect such rents as Tenant's Attorney-in-Fact, except that Tenant may collect such rents unless a default by Lessee hereunderoccurs as described in paragraph 22 above and Tenant has failed to cure such default within ten (10) days following notice of such default from Landlord. LessorThe termination of this Lease due to Tenant's consent to one assignment, transfer default shall not automatically terminate any assignment or sublease then in existence. At the election of Landlord, the assignee or subtenant shall attorn to Landlord and Landlord shall undertake the obligations of the Tenant under the sublease or assignment; provided the Landlord shall not be liable for prepaid rent, security deposits or other defaults of the Tenant to the subtenant or assignee. (i) a subsidiary, affiliate, division or corporation controlled or under common control with Tenant; (ii) a successor corporation related to Tenant by Lessee merger, consolidation, non-bankruptcy reorganization, or acceptance government action; or (iii) a purchaser of performance from an assigneesubstantially all of Tenant's assets (a "Permitted Transferee"). For the purpose of this Lease, transferee or sublessee sale of Tenant's capital stock through any public exchange shall not be deemed a waiver by Lessor an assignment, subletting, or any other transfer of the restrictions of this paragraph as to subsequent attempts to assign, transfer Lease or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to LesseePremises.

Assignment or Sublease. Lessee A. Consent by Landlord: Except as specifically provided in this Section 17.E, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord. In the event Tenant desires to assign or transfer this Agreement Lease or any interest therein, sublease any interest covered by this Agreement herein or encumber, hypothecate or otherwise give as security this Agreement sublet the Premises or any interest therein without part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the prior proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a fifteen (15) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises; (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 15-day period, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord elects option (ii) above, Landlord’s written consent of Lessor, which consent to the proposed assignment or sublease shall not be unreasonably withheld. No assignment, transfer provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be effective as against Lessor is in form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord on demand for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any reasonable costs to Lessor to cover reasonable legal and other expenses of Lessor that may be incurred by Landlord in connection with such assignment, transfer said assignment or sublease, shall have been paid including the costs of making investigations as to Lessorthe acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent. Each and every attempt Additionally, Tenant acknowledges that Landlord may condition its consent to assign, transfer, sublease, encumber any assignment or hypothecate this Agreement sublease upon the continued guaranty of the Lease by Guarantor as defined in Lease Section 20 below. In the event all or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assignforegoing conditions are not satisfied, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed considered to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of have acted reasonably if it withholds its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lesseeconsent.

Assignment or Sublease. Lessee may not assign Tenant shall not, voluntarily, by operation of law, or otherwise, (i) assign, transfer, mortgage, pledge, or otherwise transfer this Agreement or encumber (collectively, “assign”) all or any part of Tenant’s right and interest therein, in this Lease or in the Leased Premises or (ii) sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement the Leased Premises or any interest therein part thereof without the prior written consent of LessorLandlord, which and any attempt to do any of the foregoing without such written consent shall be null and void and shall constitute a default under this Lease. Notwithstanding the foregoing, Tenant shall have the right to enter into a sublease with MS Medical Services, LLC (“Approved Subtenant”), so long as the sublease entered between Tenant and Approved Subtenant, is approved by Landlord, with Landlord acting reasonable, and does not be unreasonably withheldconflict or violate any of the terms, conditions or provisions of this Lease. No assignmentNotwithstanding anything to the contrary contained in this Lease, transfer Landlord may disapprove, at Landlord’s sole but reasonable discretion, any proposed subtenant or proposed assignee (i) whose credit history or references from prior landlord(s) are unsatisfactory or (ii) whose use (in type or intensity) of the Leased Premises or any building in the Property (including occupancy and/or parking) would, in Landlord’s sole but reasonable, materially vary from that of Tenant or (iii) with whom Landlord would not normally enter into a direct lease, including, without limitation one which may (A) compete with or otherwise adversely affect a current or prospective tenant in the Building or in any building in the Property, a member of Landlord or a prospective purchaser of the Building or any building in the Property or (B) adversely affect the marketability, value or reputation of other leased space in the Building or in any building in the Property. Further notwithstanding anything to the contrary contained in this Lease, in no event shall Tenant assign this Lease or sublease shall the Leased Premises to any entity (i) engaged in the commercial real estate business, including, without limitation, property management, the brokerage, ownership or development of competitive properties, or the provision of “Executive Suites” or any similar arrangement or (ii) which would cause Landlord to be effective as against Lessor for in default of another lease in the Building or Property. Landlord’s consent to any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer assignment or sublease and unless all sums due from Lesseehereunder does not constitute a waiver of its right to disapprove of any further assignment or sublease. If Tenant desires to assign this Lease or sublease the Leased Premises or any part thereof, Tenant shall give Landlord notice of such desire at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease, together with any costs a non-refundable fee of Seven Hundred Fifty Dollars ($750.00) (the “Administration Fee”) and a copy of the appropriate sublease or assignment documentation. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to Lessor notify Tenant in writing that Landlord elects (i) to cover reasonable legal and other expenses terminate this Lease as to the space so affected as of Lessor the date so specified by Tenant, in connection with which event Tenant shall be relieved of all further obligations hereunder as to such assignmentspace or (ii) to permit Tenant to assign this Lease or sublease such space, transfer or sublease, shall have been paid (iii) to Lessor. Each and every attempt refuse to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer Tenant’s assignment or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of subleasing such space and to continue this paragraph Lease in full force and effect as to subsequent attempts the entire Leased Premises. If Landlord should fail to assignnotify Tenant in writing of such election within the thirty (30) calendar day period, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee Landlord shall be deemed to include their respective heirshave elected option (iii) above. If Landlord elects option (ii) above and approves the assignment or sublease, successorsthen (i) if the rent agreed upon between Tenant and subtenant is greater than the Rent that Tenant is obligated to pay to Landlord under this Lease, assignsfifty percent (50%) of the excess rent (exclusive of Tenant’s reasonable, transferees documented costs of subleasing the Leased Premises, including, but not limited to, commissions, marketing costs and sublesseestenant improvements), shall be deemed Additional Rent owed by Tenant and payable to Landlord in the same manner that Tenant pays the Rent hereunder, (ii) Tenant shall be solely responsible for all costs, including but not limited to, the cost of any work required due to any changes in the building, fire or other municipal, state, or federal codes (including the Americans with Disabilities Act) after the date of this Lease, together with all costs of providing any additional certificate of occupancy required for the subleased space or assigned premises, and (iii) in the event of an assignment to a person or entity whose credit-worthiness or net-worth value is less than Tenant’s as of the Execution Date, in Landlord’s sole but reasonable discretion, then Landlord may require additional security from Tenant and/or such assignee as a condition precedent to Landlord’s approval of the assignment of the Lease. The termsIn addition to the Administration Fee, Tenant shall pay Landlord’s actual reasonable attorneys’ fees associated with any requested assignment or sublease hereunder regardless of whether Landlord consents to any such assignment or sublease. Except as provided in Subsection (i) below, assignment or subleasing by Tenant shall not relieve Tenant of any obligations under this Lease, and Tenant shall remain fully liable hereunder. In the event Tenant desires to assign this Lease as part of a merger between Tenant and a third party, an intended result of which is that Tenant will be absorbed and will cease to exist as a separate business entity, Tenant shall provide written notification to such third party/assignee that (i) this Lease gives Landlord the right to require from such third party/assignee such security for the Lease as Landlord, in its sole but reasonable discretion, deems necessary for Landlord’s protection (the “New Security”, which Landlord may treat as part of the security provided by the Letter of Credit set forth in this Lease) and that (ii) if such third party/assignee does not provide New Security to Landlord within ten (10) business days of the later of the (A) completion of such merger or (B) the execution of a Lease assignment and assumption document by Tenant and assignee, then Landlord shall have the right to deem assignee in default under this Lease and to exercise all rights and remedies as are granted to Landlord under this Lease and under law. Intentionally Omitted If Tenant is not a public company that is registered on a national stock exchange or that is required to register its stock with the Securities and Exchange Commission under Section 12(g) of the Securities and Exchange Act of 1934, any change in a majority of the voting rights or other controlling rights or interests of Tenant shall be deemed an assignment for the purposes hereof, and the provisions of this Section 10.01 shall fully apply. Notwithstanding the foregoing, Tenant shall have the right, subject to the conditions and covenants contained in this Agreement shall apply toSection 10.01, inure including providing Landlord with prior notice of the assignment or sublease (but without the need for obtaining Landlord’s prior approval and consent), and also provided Tenant pays the Administration Fee to assign this Lease or sublet all or any portion of the Leased Premises to (i) any entity resulting from a merger or consolidation with Tenant; (ii) any entity succeeding to the benefit business and assets of Tenant; (iii) any subsidiary or affiliate of Tenant; and (iv) any entity which is part of or affiliated with Tenant (any of the foregoing shall be binding upon deemed an “Affiliate”), so long as the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoeverAffiliate is at least as credit-worthy as Tenant, in whole or in partLandlord’s sole but reasonable discretion, all at the time of its rights and obligations hereunder and in the Site, and in such event Lessor transfer. Tenant shall not be released from any further obligations hereunder and liability under this Lease upon the successor-in-interest assignment or sublease of Lessor shall have all the rights and obligations hereunder and in the Site with respect Lease to Lesseean Affiliate.

Assignment or Sublease. Lessee may not assign shall not, voluntarily, by operation of law, or transfer otherwise, assign, transfer, mortgage, pledge, or encumber this Agreement Lease or sublease the Leased Premises or any interest thereinpart thereof, sublease or allow any interest covered by this Agreement person other than Lessee, its employees, agents, servants and invitees, to occupy or encumber, hypothecate or otherwise give as security this Agreement use the Leased Premises or any interest therein portion thereof, without the express prior written consent of Lessor, which such consent shall not to be unreasonably withheld. No assignment, transfer conditioned or sublease delayed, and any attempt to do any of the foregoing without such written consent shall be effective as against Lessor for any purpose unless Lessor null and void and shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed constitute a default by Lessee hereunderunder this Lease. Lessor's consent to one any assignment or sublease hereunder does not constitute a waiver of its right to consent to any further assignment or sublease. An assignment, transfer with or sublease without the express consent of the Lessor, shall not release the Lessee from its obligations pursuant to this Lease. If Lessee desires to assign this Lease or sublet the Leased Premises or any part thereof, Lessee shall give Lessor written notice of such desire at least fifteen (15) days in advance of the date on which Lessee desires to make such assignment or sublease. Lessor shall then have a period of ten (10) days following receipt of such notice within which to notify Lessee in writing that Lessor elects (a) to permit Lessee to assign this Lease or sublet such space (provided, however, if the rent agreed upon between Lessee and sub-lessee is greater than the Monthly Base Rent that Lessee must pay Lessor, fifty percent (50%) of such excess rent (less applicable expenses attributable to sub-leasing the Leased Premises) shall be deemed additional rent owed by Lessee and payable to Lessor in the same manner that Lessee pays the Rent hereunder), or acceptance of performance from an assignee, transferee (b) to refuse to consent to Lessee's assignment or sublessee shall not be deemed a waiver by Lessor of the restrictions of subleasing such space and to continue this paragraph Lease in full force and effect as to subsequent attempts the entire Leased Premises. If Lessor should fail to assignnotify Lessee in writing of such election within the ten (10) day period, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirshave elected option (b) above. In the event (and only in the event) the Lessor consents to an assignment by Lessee pursuant to this Paragraph, successors, assigns, transferees Lessee agrees to pay Lessor's actual reasonable attorney's fees associated with Lessor's review and sublesseesdocumentation of any requested assignment or sublease hereunder regardless of whether Lessor consents to any such assignment or sublease. The termsacquisition of a controlling interest in the common stock of Lessee by a credit-worthy third- party shall not require the consent of Lessor. The acquisition of the all or a material portion of the assets of Lessee by a credit-worthy third-party shall not require the consent of Lessor, provided the third-party assumes all the obligations of Lessee pursuant to this Lease and agree to be bound by the terms and conditions hereof in writing. A merger of the Lessee with a credit-worthy third-party with the Lessee being the surviving entity shall not require the consent of the Lessor. A merger of the Lessee with a credit-worthy third-party with the third-party being the surviving entity shall not require the consent of the Lessor, provided the third-party assumes all the obligations of Lessee pursuant to this Lease and covenants contained agree to be bound by the terms and conditions hereof in this Agreement writing. In addition, the following shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein any such consensual assignment or subletting by Lessee: (a) Lessee shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all give Lessor prior written notice of its rights intent to do so at least fifteen (15) days prior to such assignment or subletting, (b) That said assignment or subletting shall not materially and obligations hereunder detrimentally affect the likelihood of performance of the terms of this Lease, (c) That Lessee shall remain responsible to Lessor for the performance of the terms of this Lease during the period of any assignment or sublease. Each of the following items, which list is not exclusive, shall be considered to have a material and detrimental effect on the performance of the terms of this Lease thereby preventing an assignment or sublease of the Leased Premises by Lessee: (a) Incompatibility of the proposed use with others within the Building or Project; (b) Financial inadequacy of the proposed sub-lessee or assignee; (c) A proposed use or user which would cause a diminution in the Site, and in such event Lessor shall be released from any further obligations hereunder and reputation of the successor-in-interest of Lessor shall have all Building or Project or the rights and obligations hereunder and in the Site with respect to Lesseeother business located therein.