Common use of Assignment or Sublease Clause in Contracts

Assignment or Sublease. 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 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.

Assignment or Sublease. In the event Tenant shall desire desires to assign this Lease Agreement or any interest including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice deliver to landlord executed counterparts of any such desire, along agreement and of all ancillary agreements with the name of the proposed assignee or sublessee subtenant, financial statements, and a copy 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 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 ten (3010) business days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or 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 further obligations arising thereafter hereunder as to such space. Any rent , (ii) to permit Tenant to assign or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on sublet such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, the named assign subtenant on the terms and Tenant hereby assigns all rights it might have or ever acquire conditions set forth in any such proceeds to Landlordthe notice. If Landlord should fail to notify Tenant in writing of such election within said thirty ten (3010) day business days period, Landlord shall be deemed to have elected option (iii) 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 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 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 relieve relive Tenant of any obligation under this Lease AgreementLease. 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 (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, 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 hereunder 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 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 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 receipt 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 an executed copy 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 a default occurs as described in Paragraph 24 above. 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 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 transfer or (y) the net worth of Tenant herein named on the date of this Lease; and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction.

Assignment or Sublease. In the event Tenant shall Lessee should desire to assign this Lease Agreement lease or sublet the Leased Premises or any part thereof, Tenant shall Lessee agrees to give Landlord Lessor written notice of such desire, along with the name of desire (and the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, effective date thereof) at least ninety thirty (9030) days in advance of the date on which Tenant Lessee desires to make such assignment or sublease. Landlord Lessor shall then have a period of thirty fifteen (3015) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (i) to permit Tenant to assign or 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 lease as to the space so affected as of the date so specified by Tenant Lessee in which event Tenant Lessee will be relieved of all obligations arising thereafter further obligation hereunder as to such space. Any rent , or other payments otherwise due Tenant (ii) to permit Lessee to assign this lease or sublet such space, subject, however, to written approval of the proposed assignee or sublessee by Lessor, 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 subletting 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 all or any portion months in the term of the Leased Premises in excess 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 rent due Landlord extent such profit is deferred, be payable to Lessor by Tenant on Assignee or Sublessee as it accrues. , or (iii) to refuse to consent to Lessee’s assignment of this lease or sublease of such space hereunder shall be payable and to continue this lease in full force and effect as 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 such proceeds to Landlordthe entire Premises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said thirty the stated fifteen (3015) day period, Landlord Lessor shall be deemed to have elected option (iiii) above. No consent by Lessor to any assignment or subletting sublease shall be deemed to be consent to a use not permitted under this lease, to any act in violation of this lease, or to any other or subsequent assignment or sublease, and no assignment or sublease by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease Agreementlease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the sublease terms and covenants of Section 18 shall be void. For the purposes of this Lease, where Lessor’s consent is required, Lessor will not unreasonably withhold or assignment.delay such consent

Assignment or Sublease. In the event Tenant shall should 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 thirty (9030) days in advance of prior notice, which shall specify the terms and effective date on which Tenant desires to make such assignment or subleasethereof. Landlord shall then have a period of thirty fifteen (3015) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (ia) 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 sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Landlord, or (iic) to refuse such request to assign consent (with reasonable cause only) to Tenant’s proposed assignment or sublease such space (which refusal may be made by Landlord without regard and to any commercially reasonable standard), or (iii) to terminate continue this Lease Agreement in full force and effect as to the space so affected as entire Leased Premises, Tenant agrees to reimburse Landlord for attorneys’ fees and expenses incurred by it in connection with its review 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordsublease. If Landlord should fail to notify Tenant in writing of such election within said thirty such fifteen (3015) day period, Landlord shall be deemed to have elected option (ib) above. If Landlord elects to exercise option (b) above, Tenant agrees to provide, at its expense, 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. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Tenant in violation of the sublease or assignmentterms and covenants of this paragraph shall be void.

Assignment or Sublease. In the event 17.1 Tenant shall desire to assign neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease Agreement or any interest therein, and shall not sublet the Leased said Demised Premises or any 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 written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall give not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by 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 Landlord, constitute a default under the terms of this Lease. Landlord written notice shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of such desire, along with the name proposal and provides sufficient information about the financial standing and experience of the proposed assignee or sublessee and a copy of the proposed subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublease instrumentsublet 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, at least ninety (90) days except a claim for legal fees and costs as provided in advance Section 51.1 below. In the event of the date on which Tenant desires to make such 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 then have 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 period 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 following receipt of such advanced notice within which with sufficient information to notify Tenant in writing that Landlord elects either confirm that: (i) to permit Tenant to assign or sublet such spacethere shall be no change in the permitted use of the Demised Premises, (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)Tenant shall remain liable jointly and severally with the assignee/subleasee for payment and performance of all Tenant obligations under this Lease, or (iii) to terminate this Lease Agreement as to the space so affected as of proposed assignment/sublease shall not impair Landlord’s security, and (iv) the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent proposed assignee or other payments otherwise due Tenant as a result of assignment or subletting of all or subtenant shall not introduce any portion of the Leased new Hazardous Substances onto Demised Premises in excess violation of applicable laws which is inconsistent with the rent due Landlord 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 such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmenta United States stock exchange.

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet any portion of the Leased Premises or sublease all or any part thereofof 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 first obtaining Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. 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, 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. 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 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 assignee or sublessee) in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, as and when such sums are due and payable and actually paid (“Bonus Rent”), provided that before any such Bonus Rent is paid to Landlord, Tenant shall give Landlord written notice be permitted to deduct therefrom its actual out-of-pocket costs and expenses in connection with such assignment or subletting associated with any real estate fees or commissions, attorneys fees and with the construction of any improvements or alterations for such desiresublessee or assignee. If Tenant requests Xxxxxxxx’s consent to an assignment or sublease, along with Tenant shall submit to Landlord, in writing, the name of the proposed assignee or sublessee subtenant and a copy 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 instrumentin 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), at least (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 in advance following written notice of such termination or the date on which Tenant desires to make such that the proposed assignment or sublease. Landlord shall then proposed sublease would 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 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordcome into effect. If Landlord should fail to notify Tenant in writing of its decision within such election within said thirty (30) day periodperiod 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 option 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 (iincluding, without limitation, the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) aboveIf 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 the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. No assignment or subletting, occupancy or collection of rent from any proposed assignee or sublessee shall be deemed a 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 Tenant hereunder. 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 or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by 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 this Lease or sublettings or amendments or modifications to this 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. Notwithstanding the terms of this Paragraph 19, Tenant may (1) effect an assignment or subletting, without Landlord’s consent or any obligation participation by Landlord in any Bonus Rent, to any parent, subsidiary or affiliate 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 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 of Tenant under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy arising after the effective date of the sublease 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 assignmentother 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 sale or other transfer, written notice of same, and (b) such buyer or transferee of a controlling percentage of the capital stock of Tenant or of 50% or more of the value of the assets of Tenant has, both prior to and 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 No/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. In the event Tenant shall should 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 sixty (9060) days in advance of prior written notice, which shall specify the terms and effective date on which Tenant desires to make such assignment or subleasethereof. 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 (ia) 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 sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Landlord, or (iic) to refuse such request to assign consent (with reasonable cause only) to Tenant’s proposed assignment or sublease such space (which refusal may be made by Landlord without regard and to any commercially reasonable standard), or (iii) to terminate continue this Lease Agreement in full force and effect 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordentire Premises. If Landlord should fail to notify Tenant in writing of such election within said such thirty (30) day period, Landlord shall be deemed to have elected the option (iin Section 31(b) abovehereof. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Tenant in violation of the sublease or assignmentterms and covenants of this Section 31 shall be void.

Assignment or Sublease. In the event Tenant shall desire to Lessee may not assign or transfer this Lease Agreement or sublet the Leased Premises any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any part thereofinterest therein without the prior written consent of Lessor, Tenant which consent shall give Landlord written notice 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 desireassignment, along with the name transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, sell, transfer or encumber 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 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 proposed assignee or sublessee and a copy restrictions of the proposed assignment or sublease instrumentthis paragraph as to subsequent attempts to assign, 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 transfer or sublet such spaceby Lessee or by Lessee's heirs, (ii) to refuse such request to assign successors, assigns, transferees or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard)sublessees. As used herein, 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, terms Lessor and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord Lessee shall be deemed to include their respective heirs, successors, assigns, transferees 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 legal representatives, successors, assigns, transferees and sublessees. Lessor shall have elected option (i) above. No assignment the right to transfer and assign, in whole or subletting by Tenant in part, all of its rights and obligations hereunder and in the Site and in such event Lessor shall relieve Tenant be released from any further obligations hereunder and the successor-in-interest of any obligation under this Lease Agreement. Any consent of Landlord Lessor shall have all the rights and obligations hereunder is subject and in the Site with respect to receipt by Landlord of an executed copy of the sublease or assignmentLessee.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest 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 Landlord, 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 written notice of such desiremay consider any factor, along with including but not limited to the name 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 copy 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 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 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 partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, 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 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) the right to terminate this Lease Agreement as with respect 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 that portion of the Leased Premises in excess 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 due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In Lessee shall have the event Tenant 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 desire to not assign this Lease Agreement or sublet all or any part of the Leased Premises without the prior written consent of Lessor which consent shall not be unreasonably withheld. Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to subletting or any part thereofassignment, 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 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 cancel this Lease Agreement as to the space so affected as of the date so specified 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 written notice by Tenant in which delivery to Lessee of written notice of Lessor's intention to exercise the option. In the 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 any assignment or subletting 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. Upon the occurrence of an "event of default" as defined below, if all or any portion part of the Leased Premises are then assigned or sublet, Lessor, in excess addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantassignment or sublease, and Tenant hereby assigns Lessor shall have a security interest in all rights it might have or ever acquire in any such proceeds properties on the Leased Premises to Landlord. If Landlord should fail to notify Tenant in writing secure payment of such election within said thirty (30) day period, Landlord sums. Any collection directly by Lessor from the assignee or subtenant shall not be deemed construed to have elected option (i) above. No assignment constitute a notation or subletting by Tenant shall relieve Tenant a release of any obligation Lessee from the further performance of obligations under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLease.

Assignment or Sublease. In the event Tenant shall desire to not assign this Lease Agreement or sublet the Leased Premises whole or any part thereofof the Premises (each, a “Transfer” and any assignee or sublessee, a “Transferee”) without Landlord’s prior written consent which shall not be unreasonably withheld. To assist Landlord in determining whether to consent to a Transfer, Tenant shall give submit the following to Landlord written notice as well as any other information reasonably requested by Landlord, (i) the name, legal entity and jurisdiction of such desire, along with the name Transferee; (ii) a description of the proposed assignee 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 Transfer shall affect the liability of Tenant under this Lease and Tenant and any Transferee shall be liable to Landlord for performance of Tenant’s obligations under this Lease. Consent to any Transfer shall not operate as a waiver of the necessity of a consent to any subsequent Transfer. Notwithstanding the provisions of this Section, Tenant shall not be required to obtain Landlord’s consent to any of the following Transfers to related entities so long as Tenant complies with the provisions of this paragraph: Transfers to Tenant’s parent entity(ies), any subsidiary of Tenant, or sublessee an affiliate commonly controlled by Tenant or Tenant’s parent (“Affiliates”). In order for the Transfer to be effective, 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 proposed assignment or sublease instrumentTransfer document and, at least ninety (90) days in advance if the Transfer is an assignment, an acknowledgement by any assignee of its assumption of the date on which Tenant’s obligations under the Lease. 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 sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made also provide any evidence reasonably requested by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as to prove the space so affected as of relationship between Tenant and 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmenttransferee.

Assignment or Sublease. In 16. Lessee covenants and agrees with Lessor that in the event Tenant shall Lessee should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant Lessee shall give Landlord Lessor 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, desire at least ninety sixty (9060) days in advance of the date on which Tenant Lessee desires to make such assignment or subleasesublease and naming the intended assignee or sublessee. Landlord 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 Tenant Lessee in writing that Landlord elects either Lessor elects, in its sole and absolute discretion, one of the following: (i) to permit Tenant to assign or 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 (iii1) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant Lessee, in which event Tenant Lessee will be relieved of all obligations arising thereafter further obligation hereunder as to such space. Any rent , or other payments otherwise due Tenant as a result (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 subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on subleasing such space hereunder shall be payable and to continue this Lease in full force and effect as 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 such proceeds to Landlordthe entire Leased Premises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said thirty (30) day period, Landlord Lessor shall be deemed to have elected option (i3) above. For purposes of this Lease, a 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 Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the sublease or assignmentterms and covenants of this Paragraph 16 shall be void.

Assignment or Sublease. In the event a. Tenant shall desire not assign or encumber its interest in this 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, guests or a Permitted Transferee) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s prior written consent shall be voidable and 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 fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease Agreement without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or sublet a portion of Tenant’s Capital Stock by Initial Public Offering (such event shall be referred to as a transfer to a “Permitted Transferee”). In connection with any assignment, Landlord shall be entitled to require an increase in the Leased Premises or Security Deposit to the extent that such increase should be commercially reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any part thereofSublease, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessor, which Security Deposit shall be held by Landlord in accordance with the provisions of the Sublease. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such desire, along with the name transfer shall provide to Landlord copies of the proposed assignee any documents 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 subleaseother information as Landlord may reasonably request. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant Unless otherwise expressly agreed in writing that Landlord elects either (i) to permit Tenant to assign or sublet such spaceby Landlord, (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 no assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under of its obligations pursuant to this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLease.

Assignment or Sublease. In the event 17.1 Tenant shall desire to assign neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease Agreement or any interest therein, and shall not sublet the Leased said Demised Premises or any 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 written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall give not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by 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 Landlord, constitute a default under the terms of this Lease. Landlord written notice shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of such desire, along with the name proposal and provides sufficient information about the financial standing and experience of the proposed assignee or sublessee and a copy of the proposed subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublease instrumentsublet 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, at least ninety (90) days except a claim for legal fees and costs as provided in advance Section 51.1 below. In the event of the date on which Tenant desires to make such 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 then have 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 period 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 following receipt of such advanced notice within which with sufficient information to notify Tenant in writing that Landlord elects either confirm that: (i) to permit Tenant to assign or sublet such spacethere shall be no change in the permitted use of the Demised Premises, (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)Tenant shall remain liable jointly and severally with the assignee/subleasee for payment and performance of all Tenant obligations under this Lease, or (iii) to terminate this Lease Agreement as to the space so affected as of proposed assignment/sublease shall not impair Landlord’s security, and (iv) the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent proposed assignee or other payments otherwise due Tenant as a result of assignment or subletting of all or subtenant shall not introduce any portion of the Leased new Hazardous Substances onto Demised Premises in excess violation of applicable laws which is inconsistent with the rent due Landlord 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 such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmenta United States stock exchange.

Assignment or Sublease. In the event Tenant shall desire to assign this Lease Agreement Except as expressly permitted under Sections 20.3 or sublet the Leased Premises or any part thereof20.4 hereof, Tenant shall give Landlord written notice of such desire, along with the name not do any of the proposed assignee or sublessee and a copy following without the prior written consent 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 Landlord: (i) to permit Tenant to assign assign, either directly or sublet such spaceindirectly (including an assignment of Tenant’s rights hereunder occurring by merger, (ii) to refuse such request to assign conversion, whether occurring directly or sublease such space (which refusal may be made indirectly, or by Landlord without regard to any commercially reasonable standardother operation of law), sublease 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 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 Premises 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 excess 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 rent due 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 on and such space hereunder assignee or sublessee, as appropriate, shall be payable delivered promptly to Landlord, and (d) Tenant shall remain primarily liable, as additional rent 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 Landlord be performed by Tenant promptly upon receipt by Tenant, and hereunder. In the event Tenant hereby assigns all rights it might have or ever acquire in any such proceeds desires to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No make a assignment or subletting by Tenant sublease that requires Landlord’s consent, Landlord’s consent shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease not be unreasonably or assignmentarbitrarily withheld, conditioned or delayed.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage or encumber this Lease Agreement or nor sublet the Leased Premises whole or any part thereofof the Demised Premises without in each case first obtaining Landlord’s written consent, Tenant which shall give not be unreasonably withheld or delayed, provided however it shall not be deemed unreasonable for Landlord written notice of such desireto withhold its consent if (i) the business, along with the name proposed use, reputation or financial condition of the proposed assignee or sublessee and subtenant is not satisfactory to Landlord in the exercise of its reasonable judgment, or (ii) the proposed rental under a copy sublease is for less than the then asking Rent in the Building unless such sublease is to an affiliate of Tenant, or the Building is then 95% occupied. Any of the proposed assignment or sublease instrumentforegoing acts without such consent of Landlord shall be void and shall, at least ninety (90) days in advance the option of the date on which Tenant desires Landlord, constitute a default that entitles Landlord to make terminate this Lease. Should Landlord grant such consent no 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 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation liability under this Lease AgreementLease. Any consent of Landlord hereunder is subject Consent to receipt by Landlord of an executed copy any such assignment or subletting shall not operate as a waiver of the necessity for consent to any subsequent assignment or subletting, and the terms of such consent shall be binding upon any person holding by, under or through Tenant. In addition to and not in limitation of the foregoing in the event Landlord grants Tenant Landlord’s consent to sublease all or assignmenta portion of the Demised Premises, the terms of such lease shall not permit rental or other payments for such use or occupancy to be based in whole or in part on the net income or profit derived by any person from the premises subleased, used or occupied.

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee Premises or sublessee and a copy 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 proposed assignment Premises without first obtaining Landlord’s consent which Landlord may withhold in its sole discretion. If Tenant is a partnership, corporation, limited liability company, tenancy in common or sublease instrumentother group or entity, at least ninety a withdrawal or change (90voluntary, involuntary or by operation of law) days of any owner of an interest 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 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)Tenant, or (iii) to terminate this Lease Agreement as to the space so affected as sale or transfer of the date so specified by Tenant in which event Tenant will any such interest, shall be relieved of all obligations arising thereafter as to such spacedeemed a voluntary assignment. Any rent Further, any dissolution, merger, consolidation or other payments otherwise due Tenant as a result reorganization of assignment Tenant, or subletting sale or other transfer of all or any portion substantially all of the Leased Premises assets of Tenant shall be deemed a voluntary assignment. The preceding restriction on transfer of ownership interests shall not apply to sales of stock in corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant from its subtenants in excess of the rent due Landlord payable by Tenant to Landlord under this Lease (allocated on such space hereunder a square footage basis in cases of partial subleasing) shall be payable as additional rent paid to Landlord by Tenant promptly upon receipt by TenantLandlord, and any sums to be paid by an assignee to Tenant hereby assigns all rights it might have or ever acquire in any such proceeds consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord should fail to notify consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $500 or Landlord’s reasonable attomeys’ fees incurred in connection with such request, whichever is greater. No interest of Tenant in writing this Lease shall be assignable by involuntary assignment through operation of such election within said thirty law (30including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) day periodIf 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 the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. Any assignment, sublease or encumbrance without the prior written consent of Landlord shall be deemed to have elected option (i) abovevoid, and, at the election of Landlord, shall be a default. No assignment consent by Landlord to any assignment, sublease or subletting encumbrance shall be a waiver of the requirement to obtain such consent with respect to any other or later assignment, sublease or encumbrance. Acceptance of rent or other performance by Tenant Landlord following an assignment, sublease or encumbrance, whether or not Landlord has knowledge of such assignment, sublease or encumbrance, shall relieve Tenant not constitute consent to the same nor a waiver of any obligation under this Lease Agreementthe requirement to obtain consent to the same. Any No assignment, sublease or encumbrance, with or without the prior written consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.Landlord, shall release Tenant from full and primary liability hereunder

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises Premises, nor sublease all or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee Premises, nor allow any other person or sublessee and a copy entity (except Tenant's authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the proposed tile Premises, without first obtaining Landlord's written consent which Landlord shall not unreasonably withhold, condition or delay. Any such assignment or sublease instrumentshall not relieve Tenant of any obligation hereunder and Tenant shall remain liable for the performance of each term hereof. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and, at least ninety (90) days in advance 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 date on which partnership, shall be deemed a voluntary assignment. If Tenant desires to make such assignment consists of more than one person, a purported assignment, voluntary or sublease. Landlord shall then have a period involuntary or by operation 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 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 law from one person to the space so affected as of the date so specified other shall be deemed a voluntary assignment. All rent received 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 portion of the Leased Premises from its subtenants in excess of the rent due Landlord payable by Tenant on such space hereunder to Landlord under this Lease shall be payable as additional rent paid to Landlord Landlord, or any sums to be paid by an assignee to Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds consideration of the assignment of this Lease shall be paid to Landlord. If Landlord should fail Tenant requests Xxxxxxxx to notify consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable attorney's fees incurred in connection with such request, whichever is greater. SEE ADDENDUM A-3 No interest of Tenant in writing this Lease shall be assignable by involuntary assignment through operation of such election within said thirty law (30including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) day periodIf 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 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 be deemed have the right to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under elect to terminate this Lease, in which case this Lease Agreement. Any consent shall not be treated as an asset of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentTenant.

Assignment or Sublease. In Lessor shall have the event Tenant 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 desire to be fully and automatically released from all obligations and liabilities under this lease. Lessee shall not assign this Lease Agreement or sublet the Leased Premises all or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee leased premises without the prior written consent of Lessor which consent shall not be unreasonably withheld. Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to subletting or sublessee and assignment, to cancel this Lease or modify the lease for a copy portion of the proposed assignment or Premises in a 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 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 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 Tenant in which delivery to Lessee of written notice of Lessor's intention to exercise the option. In the event Tenant will be relieved 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 all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of any assignment or subletting 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 Leased Premises 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 assignment including but not limited to tenant improvements, commissions, free rent, and other concessions) hereunder with respect to the portion of 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 Landlord by Tenant on such space hereunder shall be payable 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 Landlord any other remedies provided by Tenant promptly upon receipt this Lease or provided by Tenantlaw, 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 premise to secure payment of such sums. Any collection directly by Lessor from the assignee or sublessee shall not be construed to constitute a 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 Tenant hereby assigns all rights it might have later assignments and sublease shall likewise be made only upon the prior written consent of Lessor. Sublessees or ever acquire in any such proceeds assignees shall become liable to LandlordLessor for all obligations of the Lessee hereunder without relieving Lessee's liability hereunder. If Landlord should fail to notify Tenant in writing For purposes of such election within said thirty (30) day periodthis Paragraph 18, Landlord if Lessee is a corporation, a transfer of at least 50% of the voting shares of Lessee shall be deemed to have elected option (i) aboveas assignment of this lease. No assignment If Lessee is a joint venture, general partnership or subletting by Tenant shall relieve Tenant limited partnership, a transfer of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy 50% or more of the sublease or assignmentinterests held by the general partner(s) of Lessee shall be deemed as assignment of this lease. See Special Stipulation #51.

Assignment or Sublease. In the event 12.1 Tenant shall desire to not, directly or indirectly, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, assign this Lease Agreement or sublet any interest herein or sublease the Leased 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, 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, 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 on the same terms as 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 part thereof until an executed duplicate original of such assignment or sublease has been delivered to Landlord, (c) no assignee or subtenant shall have 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 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 assignment or sublease), 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 expense for the specific assignee or subtenant in question and reasonable leasing commissions paid by Xxxxxx in connection with such assignment or sublease, without deduction for carrying costs due to vacancy or otherwise. Such costs of additional improvements and leasing commissions shall be amortized without interest over the Term of such assignment or sublease. 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 Xxxxxx. The acceptance of rent by Landlord from any other person or entity shall not be deemed to be a waiver by 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 following conditions are satisfied (each a "Permitted Transfer"): (1) Tenant is not in default under this Lease; (2) Tenant shall give Landlord written notice of such desire, along with at least 30 days prior to the name effective date of the proposed assignee Permitted Transfer; (3) with respect to a proposed Permitted Transfer to an Affiliated Party, Tenant continues to have a net worth equal to or sublessee greater than Tenant's net worth at the date of this Lease; and (4) with respect to a copy 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 proposed assignment or sublease instrumentassets of Tenant, and (b) Tenant’s successor shall have a net worth which is at least ninety (90) days in advance equal to the greater of Tenant's net worth at 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 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 or Tenant's net worth as of the date so specified day prior to the proposed purchase, merger, consolidation or reorganization. Tenant’s notice to Landlord shall include information and documentation showing that each of the above conditions has been satisfied. If requested by Landlord, Xxxxxx’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 in 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 foregoing, if any parent, affiliate or subsidiary to which event Tenant will be relieved of all obligations arising thereafter as this Lease has been assigned or transferred subsequently sells or transfers its voting equity or its interest under this Lease other than to such space. Any rent another parent, subsidiary or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion affiliate of the Leased Premises in excess of the rent due Landlord by original Tenant on named hereunder, such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have sale or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord transfer shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any be a Transfer requiring the consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmenthereunder.

Assignment or Sublease. In Except with the event prior written consent of Landlord, which consent Landlord may withhold in its sole di screti on, Tenant shall desire to not voluntarily (i) assign or in any xxxxx transfer this Lease Agreement 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 Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire(iv) grant any license, 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 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 concession or other payments otherwise due Tenant as a result right of assignment or subletting occupancy of all or any portion of the Leased Premises in excess Premises, or (v) permit the use of the rent due 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 by Tenant on such space hereunder to one or more assignments or sublettings shall not be a waiver of Landlord's rights as to any subsequent assignments and sublet ngs. Any approved transfer shall be payable as additional 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 by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to of noti ce of default from Landlord. If Landlord should fail to notify No direct collecti on by Xxxxx ord from any assignee or subtenant shall constitute a novation or a release of Tenant in writing from the performance of such election within said thirty (30) day periodits remaining obligations under thi s Lease, Landlord nor shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy rent from any assignee, subtenant, or occupant of the sublease or assignmentPremises be a waiver of the covenant in this Lease prohibiting assignment and subletng.

Assignment or Sublease. In the event Tenant shall Lessee should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant Lessee 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, Lessor at least ninety sixty (9060) days in advance of prior notice, which shall specify the terms and effective date on which Tenant desires to make such assignment or subleasethereof. Landlord Lessor shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (i) to permit Tenant to assign or 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 (iiia) to terminate this Lease Agreement as to the space so affected as of the effective date so specified by Tenant Lessee in which event Tenant Lessee will be relieved on such effective date of all obligations arising thereafter further obligation hereunder as to such space. Any rent , (b) to permit Lessee to assign or other payments otherwise due Tenant as a result 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 subletting of all or any portion of sublease and to continue this Lease in full force and effect as to the entire Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to LandlordPremises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said such thirty (30) day period, Landlord Lessor shall be deemed to have elected option (ib) 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 public corridor of the Building. No assignment or subletting by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the sublease or assignmentterms and covenants of this paragraph shall be void.

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereofof the Premises or allow any other person or entity (except Tenant's authorized representatives, Tenant employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which shall give not be unreasonably withheld, delayed or conditioned. In determining whether to consent to a proposed assignment or subletting, Landlord written notice may consider any commercially reasonable basis for approving or disapproving the proposed subletting or assignment, including without limitation any of such desirethe following: (i) whether the clientele, along with personnel or foot traffic which will be generated by the name 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 copy breach or violation of any other lease or agreement by which Landlord is bound. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease unless otherwise agreed in writing by Landlord. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and 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 to be paid by an assignee to Tenant in which is attributable to the leasehold interest, prepayment of rent or "buying down" rent (less the costs and expenses incurred by Tenant in connection with any such sublease or assignment) shall be paid to Landlord. If at the time of the proposed assignment or sublease instrumentsubletting, at least ninety (90) days in advance the Project is more than 15% vacant, then Tenant shall not charge less on the proposed assignment or subletting than 95% of the date on which Tenant desires 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 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 sublet such spacelocation of the floors(s) within the Project, (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)views, or (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 out of 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 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 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 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 Lease Agreement as to the space so affected as of the date so specified by Tenant Lease, 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under case this Lease Agreement. Any consent shall not be treated as an asset of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentTenant.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or nor sublet the Leased Premises whole or any part thereofof the Premises without in each case first obtaining Landlord's prior written consent. SUCH consent shall not be unreasonably withheld, Tenant shall give except: (1) Landlord written notice of such desiremay withhold its consent if in Landlord's judgment occupancy by any proposed assignee, along subtenant, or other transferee (i) is not consistent with the name maintenance and operation of a first-class office building due to the nature of the proposed assignee occupant's business or sublessee and a copy manner of conducting business or its experience or reputation in the proposed assignment community, 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 sublet such space, (ii) is likely to refuse such request cause disturbance to assign or sublease such space the normal use and occupancy of the Building; (which refusal 2) Landlord may be made by Landlord without regard withhold in its absolute and sole discretion consent to any commercially reasonable standard)mortgage, hypothecation, pledge, or (iii) to terminate other encumbrance of any interest in this Lease Agreement as or the Premises by Tenant or any subtenant; (3) Landlord may withhold its consent to the space so affected as extent it deems necessary to comply with any restriction on use of the date so specified by Tenant Premises, the Building, or the Land contained in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent any lease, mortgage, or other payments otherwise due Tenant as a result of assignment agreement or subletting of all instrument by which the Landlord is bound or to which any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) aboveproperty is subject. No assignment such assignment, subletting or subletting by Tenant other transfer shall relieve Tenant of any obligation liability under this Lease AgreementLease. Any consent of Landlord hereunder is subject Consent to receipt by Landlord of an executed copy any such assignment, subletting or transfer shall not operate as a waiver of the sublease necessity for consent to any subsequent assignment, subletting or assignmenttransfer. Each request for an assignment or subletting must be accompanied by a Processing Fee of $500 in order to reimburse Landlord for expenses, including attorneys fees, incurred in connection with such request ("Processing Fee"). Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. TRANSFER OF STOCK OWNERSHIP OFTENANT SHALL NOT BE DEEMED TO BE AN ASSIGNMENT OR TRANSFER OF THIS LEASE.

Assignment or Sublease. In the event (a) Tenant shall desire to not assign this Lease Agreement or sublet sublease the Leased Premises or any part thereofthereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Leased Premises (any such assignment, sublease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in this Section 4.06 as a "Transfer") without the prior express written permission of Landlord, which will not be unreasonably withheld or delayed; provided, however, that Landlord's right to terminate this Lease as to any space for which Tenant requests permission to make a Transfer shall give not be limited, qualified or in any way affected by or subject to the agreement that permission will not be unreasonably withheld, it being understood and agreed that if Tenant requests Landlord's permission to make a Transfer, Landlord shall have the right, in its sole discretion, for any reason or for no reason, to terminate this Lease as to the space so affected as hereinafter provided. Any attempt to effect a Transfer without such permission of Landlord shall be void and of no effect. Tenant acknowledges that any assignment or sublease is also subject to the prior written notice consent of such desireany Landlord's Mortgagee (as defined in Section 4.10). Without limiting the generality of what may constitute reasonable grounds for withholding permission, along it is stipulated and agreed that during the initial eighteen (18) months of the Lease Term, a refusal to permit a Transfer to another tenant in the Building, or a refusal to permit a Transfer to a proposed assignee or sublessee with whom Landlord has been negotiating to lease space in the name Building shall be deemed reasonable. At all times a refusal to permit a Transfer that is related to the creditworthiness or financial condition of the proposed assignee or sublessee and shall be deemed reasonable. In order for Tenant to make a copy of the proposed assignment or sublease instrumentTransfer, Tenant must request in writing Landlord's permission within at least ninety sixty (9060) days in advance of the date on which Tenant desires to make such assignment or sublease. a Transfer, after which 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 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 further obligations arising thereafter hereunder as to such space. Any rent , (ii) to permit Tenant to assign or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion sublet such space, subject, however, to prior written approval of the proposed assignee or sublessee by Landlord, or (iii) to refuse consent to Tenant's requested Transfer and to continue this Lease in full force and effect as to the entire Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to LandlordPremises. If Landlord should shall fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (iiii) above. If Landlord elects to exercise option (ii) above, Tenant agrees to provide at its expense, direct access from any sublet space or concession area to a public corridor of the Building. The prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by operation of law. Tenant shall not cause or permit any advertisement for a proposed Transfer to be published without the prior approval of Landlord, and during the initial eighteen (18) months of the Lease Term, no advertisement of a rental rate less than that which Landlord is then asking for similar space in the Building will be permitted. (b) Notwithstanding that the prior express written permission of Landlord to a Transfer may have been obtained under the provisions of Section 4.06(a), the following shall apply: (1) Tenant shall (i) in the event of an assignment, cause the assignee to expressly assume in writing and to agree to perform all of the covenants, duties and obligations of Tenant hereunder, and such assignee shall be jointly and severally liable therefor along with Tenant; (ii) cause such assignee or sublessee to grant Landlord an express first and prior contract lien and security interest in the same manner as the lien granted by Tenant to Landlord under Section 5.03 hereof; (iii) subordinate to Landlord's statutory lien and the aforesaid contract lien and security interest any liens or other rights which Tenant may claim with respect to any fixtures, equipment, goods, merchandise or other property owned by or leased to the proposed assignee or sublessee or other party intending to occupy the Leased Premises; and (iv) agree with Landlord that in the event that the rent or other consideration due and payable by a sublessee or assignee under any such permitted sublease or assignment exceeds the Rent for the portion of the Leased Premises so transferred, then Tenant shall pay Landlord as additional rental hereunder fifty percent (50%) of such excess rental and other consideration immediately upon receipt thereof by Tenant from such transferee. (2) A signed counterpart of all instruments relative to a Transfer (executed by all parties to such transaction with the exception of Landlord) shall be submitted by Tenant to Landlord prior to or contemporaneously with the request for Landlord's written consent thereto; and, Tenant shall reimburse Landlord for all reasonable attorney's fees incurred in connection with Landlord's review and approval of such instruments; (3) No assignment or subletting usage of the Lease Premises different from the usage herein provided to be made by Tenant shall relieve Tenant be permitted without the prior written consent of any obligation under the Landlord, and all of the terms and provisions of this Lease Agreementshall continue to apply after a Transfer; and (4) In any case where Landlord consents to a Transfer, Tenant will nevertheless remain directly and primarily liable for the performance of all the covenants, duties and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent herein provided to be paid), and Landlord shall be permitted to enforce the provisions of this Lease against the undersigned Tenant or any transferee, or both, without demand upon or proceeding in any way against any other persons. (c) If Tenant is a corporation then any transfer of this Lease by merger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock in Tenant outstanding at the time of execution of this Lease shall constitute a Transfer for the purposes of this Lease; provided, however, that acquisition of all stock of a corporate tenant by any corporation, the stock of which is registered pursuant to the Securities Act of 1933 or the merger of a corporate tenant into such a corporation, the stock of which is so registered, shall not be deemed to be a violation of Section 4.06(a). Any For purposes of this Section 4.06(c), the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation involved. (d) If Tenant is a general partnership having one or more corporations as partners or if Tenant is a limited partnership having one or more corporations as general partners, the provisions of Section 4.06(c) shall apply to each of such corporations as if such corporations alone had been the Tenant hereunder. If Tenant is a general or limited partnership, joint venture, or other form of association, the transfer of a majority of the ownership interests therein shall constitute a Transfer for the purposes of this Lease. (e) The consent by Landlord to a particular Transfer shall not be deemed a consent to any other subsequent Transfer. If this Lease, the Leased Premises or the Tenant's leasehold interest therein, or if any portion of the foregoing is transferred, or if the Leased Premises are occupied in whole or in part by anyone other than Tenant without the prior consent of Landlord hereunder is subject as provided herein, Landlord may nevertheless collect rent from the transferee or other occupant and apply the net amount collected to receipt the Rent payable hereunder, but no such transaction or collection of rent or application thereof by Landlord of an executed copy shall be deemed a waiver of the sublease provisions hereof or assignmenta release of Tenant from the further performance by Tenant of its covenants, duties and obligations hereunder. (f) Notwithstanding anything to the contrary, no approval or consent shall be required for a Transfer to a "subsidiary", "affiliate" or a "successor" of Tenant.

Assignment or Sublease. In the event Tenant shall should 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 sixty (9060) days in advance of prior notice, which shall specify the terms and effective date on which Tenant desires to make such assignment or sublease. thereof 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 (ia) 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 sublet such space, subject, however, to subsequent written approval of the proposed assignee or subtenant by Landlord, or (iic) to refuse such request to assign consent (with reasonable cause only) to Tenant’s proposed assignment or sublease such space (which refusal may be made by Landlord without regard and to any commercially reasonable standard), or (iii) to terminate continue this Lease Agreement in full force and effect as to the space so affected as of the date so specified entire Leased Premises. Tenant agrees to reimburse Landlord for attorneys’ fees and expenses incurred by Tenant it in which event Tenant will be relieved of all obligations arising thereafter as to connection with such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordsublease. If Landlord should fail to notify Tenant in writing of such election within said such thirty (30) day period, Landlord shall be deemed to have elected option (ib) above. If Landlord elects to exercise option (b) above, Tenant agrees to provide, at its expense, direct access from the assignment or sublease space to a public corridor of the Building. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Tenant in violation of the sublease or assignmentterms and covenants of this paragraph shall be void.

Assignment or Sublease. In Lessor shall have the event Tenant 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 shall desire to not assign this Lease Agreement Lease, or 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 part thereof, without the prior written consent of Lessor, such consent not to be unreasonably withhold 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 assignee or Sublessee of the Leased Premises or any portion thereof may assign or sublet the Leased Premises or any part portion thereof. Lessor shall have the option, Tenant shall give Landlord upon receipt from Lessee of written notice of such desirerequest for Lessor's consent to subletting or assignment, 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 to cancel this Lease as of the date on which Tenant desires the requested subletting or assignment is to make such assignment or subleasebe effective. Landlord The option shall then have a period of be exercised, if at all, within thirty (30) days following Lessor's receipt of such written notice within which by delivery to notify Tenant in writing that Landlord elects either (i) Lessee of written notice of Lessor's intention to permit Tenant to assign or sublet such spaceexercise the option. Upon the occurrence of any "event of default" as defined below, (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 if all or any portion part of the Leased Premises are then assigned or sublet, Lessor, in excess 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 rent due Landlord by Tenant assignment or sublease and Lessor shall have a security interest in all properties on such space hereunder shall be payable as additional rent the Leased Premises to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing secure payment of such election within said thirty (30) day period, Landlord sums. Any collection directly by Lessor from the assignee or subLessee shall not be deemed construed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant constitute a release of any obligation Lessee from the further performance of its obligations under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLease.

Assignment or Sublease. Not voluntarily, involuntarily or by operation of law assign or encumber this lease, in whole or in part, or sublet the whole or any part of the demised premises, or permit any other persons to occupy same without the express written consent of the LESSOR, references elsewhere in this lease to assignees, subtenants or other persons notwithstanding. In the event Tenant that LESSEE requests permission to either assign this lease, or to sublet the whole or any part of the demised premises, or should this lease be deemed to be assigned as hereinafter provided, then LESSOR shall desire not unreasonably withhold its consent. In the absence of such consent, no person or entity to whom or to which an assignment has been made or with whom or which a sublease has been entered into shall have any claim, right or remedy whatsoever hereunder, against LESSOR, and LESSOR shall have no duty to recognize any person or entity claiming under or through the same. Additionally, each request on the part of LESSEE to assign this Lease Agreement lease or sublet the Leased Premises premises shall be accompanied by a processing fee payable to LESSOR in the amount of Two Hundred and no/100 Dollars ($200.00), which fee constitutes reimbursement to LESSOR for its administrative, legal and other overhead costs and expenses incurred in reviewing and/or preparing necessary and related documents and otherwise processing such request. Any assignment or subletting, even with the consent of LESSOR, shall not relieve LESSEE from liability for payment of rent or other sums herein provided or from the obligation to keep and be bound by the terms, conditions and covenants of this lease. LESSOR shall also have the right to condition its consent to any part thereofassignment or sublease upon the assignee's or sublessee's entry into an agreement with or for the benefit of (and in form and substance satisfactory to) LESSOR, Tenant providing for such assignee's or sublessee's assumption of all of the LESSEE'S obligations under this lease. The acceptance of rent from any other persons shall give Landlord 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. In the event LESSEE shall sublet the demised premises for a rental in excess of the rental hereunder payable by LESSEE, the full amount of such excess rental shall be automatically due and payable by LESSEE to LESSOR as additional rent under this lease. Notwithstanding anything in this Lease to the contrary, LESSEE shall have the right, on one occasion only during the lease term, and upon thirty (30) days' prior written notice to LESSOR, together with sufficient documentation which verifies that all of the requirements set forth hereunder have been fulfilled and the conditions have been met, to (a) assign and transfer this Lease to another entity to which LESSEE has sold all of its assets, or (b) to merge or consolidate with another entity with the result that the merged or consolidated entity shall have all of the assets of LESSEE, provided that (i) LESSEE shall not at the time of such desire, along with the name assignment be in default under any of the proposed terms, covenants and conditions of this Lease, (ii) such assignee or sublessee merged entity shall have a net worth equal to or greater than the net worth of LESSEE as of the date of this Lease or as of the date immediately preceding such assignment, whichever of such net worth amounts shall be greater (and, in the event of an assignee other than a merged entity, such assignee shall be required to satisfy such net worth test both immediately before and after the date of assignment), (iii) such assignee or merged entity shall agree in writing to perform all of LESSEE'S unperformed and remaining terms, covenants and conditions of this Lease, (iv) LESSEE shall at all times remain primarily obligated for the performance of all of the terms, covenants and conditions of this Lease, and (v) such assignee or merged entity shall have substantial and proven experience in the successful operation of the type of business set forth in the permitted uses described above, or such assignee or merged entity shall (for the lease term) retain substantially the same management personnel as employed by LESSEE immediately prior to such assignment and transfer, and the experience of such assignee or merged entity or proof reasonably satisfactory to LESSOR that substantially the same management personnel has been retained shall be documented to LESSOR. Subject to the foregoing conditions, a permitted assignment and transfer may also be implemented by means of a transfer of all of LESSEE'S voting capital stock, provided that the purchaser of such voting capital stock shall guarantee the performance by LESSEE of all of the terms, covenants and conditions of this Lease and shall provide to LESSOR, prior to the effective date of such purchase, an executed guaranty in the form required by LESSOR; provided, however, that such guaranty shall not be required in the event that such purchaser shall have a net worth at least equal to the net worth of LESSEE as of the date of this Lease or as of the date immediately preceding such assignment, whichever of such net worth amounts shall be greater (provided that such purchaser must satisfy such net worth test both immediately before and after the date of purchase of LESSEE'S voting capital stock). Within twenty (20) days prior to the effective date of any such assignment or transfer, LESSEE shall provide LESSOR with all documents and evidence necessary for LESSOR to determine that the foregoing terms and conditions have been or will be met and satisfied; and provided such conditions are met and satisfied, LESSEE shall have the right to proceed with such merger, consolidation or assignment. Also, within twenty (20) days after the effective date of any such assignment or transfer, LESSEE shall provide LESSOR with a copy of the proposed fully-executed and dated merger, consolidation and/or assignment documents. LESSOR'S prior consent shall not be required for any "going public" transaction by LESSEE or sublease instrumenttransfers of LESSEE'S stock by operation of law due to the death or incapacity of any shareholder or in connection with any disposition to a family trust or other estate-planning vehicle by any such shareholder. If LESSEE is a corporation (other than one whose stock is traded on a national stock exchange), at least ninety (90) days then any transfer of this lease from LESSEE by merger, consolidation or liquidation, or any change in advance ownership or power to vote of a majority of its outstanding voting stock from the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt owners of such notice within which stock or those controlling the power to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet vote of 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 stock as of the date so specified of this lease shall constitute an assignment for the purpose of this lease. An assignment for the benefit of creditors or by Tenant operation of law shall not be effective to transfer any rights to the assignee without the express written consent of the LESSOR having been obtained. Notwithstanding any provision above or in which event Tenant will be relieved this lease to the contrary, before LESSEE may negotiate with any other person or party for the assignment of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of assignment this lease or subletting of all or any portion part of said premises, LESSEE must first notify LESSOR if it's desire to do so and offer to relinquish its lease and lease rights in and to said premises, and to surrender same, to the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly LESSOR; and upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said notice from LESSEE, LESSOR shall have the right and option, upon notice to LESSEE, to terminate this lease and to recapture for its own use and benefit the demised premises; and LESSEE hereby agrees that if LESSOR exercises such right of termination and recapture, this lease shall terminate and become absolutely null and void upon not less than thirty (30) day periodor more than sixty (60) days after that date of LESSOR'S notice of termination to LESSEE. Upon such termination, Landlord LESSEE shall surrender the premises and all leasehold improvements to the LESSOR, and all accounts and interest of the parties shall be deemed settled to have elected the effective date of termination. LESSEE further understands and agrees that LESSOR'S right and option (i) above. No to terminate this lease and recapture the premises shall be separate and distinct from its right hereunder to consent or withhold consent to any proposed assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentsublease.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest 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 Landlord, 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 written notice of such desiremay consider any factor, along with including but not limited to the name 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 copy 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 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 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 partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, 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 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) the right to terminate this Lease Agreement as with respect 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 that portion of the Leased Premises in excess 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 due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In the event Tenant shall desire desires to assign this Lease Agreement or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice executed counterparts of any such desire, along agreement and of all ancillary agreements with the name of the proposed assignee or sublessee subtenant, financial statements, and a copy of any additional information as reasonably required to determine whether Landlord will consent to 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 ten (3010) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such spacespace to the named assignee/subtenant on the terms and conditions set forth in the notice, or (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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordconsent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) 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 Agreementexcept 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 or delayed, 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 in form reasonably satisfactory to Landlord; (iv) Tenant shall reimburse Landlord on demand for any 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 $1500 per request for assignment or sublease; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to 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 hereunder is 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 following the date of the assignment and shall be subject to receipt 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 an executed copy 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 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 other person claiming under or through any subtenant that shall be in 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 occurs 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. 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 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 merger, consolidation, non-bankruptcy reorganization, or government action; or (iii) a purchaser of substantially all of Tenant's assets (a "Permitted Transferee"). For the purpose of this Lease, sale of Tenant's capital stock through any public exchange shall not be deemed an assignment, subletting, or any other transfer of the Lease or the Premises.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest 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 Landlord, 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 written notice of such desiremay consider any factor, along with including but not limited to the name 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 copy 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 assigmnent, 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 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 partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, 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 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) the right to terminate this Lease Agreement as with respect 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 that portion of the Leased Premises in excess 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 due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In (a) Except to the event extent expressly permitted by Section 4.04(h), Tenant shall desire to may not assign or in any manner transfer or encumber this Lease Agreement or any interest herein, or sublet the Leased Premises or any 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 Landlord, 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, along with the name of desire (and the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, effective date thereof) at least ninety (90) 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 then have a period of thirty (30) shall, within 20 days following after its receipt of such notice within which to and all the Required Information (such 20-day period shall not commence until Landlord has received all the Required Information), notify Tenant in writing that Landlord elects either (isuch notification being "Landlord's Assignment/Subletting Response"); (1) to permit Tenant to assign or 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) elects to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant in which event Tenant will shall be relieved of all obligations arising thereafter 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. Any rent , provided that the following requirements are satisfied: (A) the use of the Leased Premises or other payments otherwise due 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 more 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 subletting sublease shall, to the extent such Profit is immediate, be due and payable by Tenant to Landlord upon the execution of all an assignment or any portion sublease, and, to the extent such Profit is deferred, be payable to Landlord, as it accrues. For the purposes of this Section 4.04, the Leased Premises in term "Profit" means the excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No all sums payable pursuant to any assignment or subletting 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 shall relieve Tenant of any obligation under pursuant to this Lease Agreement. Any consent determined on a monthly per square foot basis of Landlord hereunder is subject Net Rentable Area within the premises covered by the sublease or assignment, and (y) actual costs paid to receipt by Landlord of an executed copy independent third-parties unaffiliated with Tenant incurred in connection with such sublease or assignment spread over the term of the sublease or assignmentassignment and determined on a monthly per square foot basis of Net Rentable Area in the subleased or assigned space, multiplied by the number of months of the term of the assignment or sublease (including commercially reasonable leasing commissions, legal fees, tenant improvements and transfer taxes).

Assignment or Sublease. In the event (a) Tenant shall desire to not assign this Lease Agreement or sublet sublease the Leased Premises or any part thereofthereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Leased Premises (any such assignment, sublease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in this Section 4.05 as a "Transfer") without the prior express written permission of Landlord, and any attempt to effect a Transfer without such permission of Landlord shall be void and of no effect. In order for Tenant to make a Transfer, 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, must request in writing Landlord's permission at least ninety sixty (9060) days in advance of the date on which Tenant desires to make such assignment or sublease. a Transfer, after which 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 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 further obligations arising thereafter hereunder as to such space. Any rent ; (ii) to permit Tenant to assign or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion sublet such space, subject, however, to prior written approval of the Leased Premises in excess of proposed assignee or Subtenant by Landlord and the rent due Landlord by Tenant on such space Rent payable hereunder shall be payable adjusted to the then prevailing market rent for similar building and space in the North Dallas office market including proration charges for common area maintenance, taxes and insurance; but in no event less than the Annual Rent provided in Article II hereof; or (iii) to refuse consent to Tenant's requested transfer and to continue this Lease in full force and effect as 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 such proceeds to Landlordthe entire Leased Premises. If Landlord should shall fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (iiii) above. No The Prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by operation of law. (b) Notwithstanding that the prior express written permission of Landlord to a Transfer may have been obtained under the provisions of Section 4.05(a), the following shall apply: (1) In the event of an assignment or subletting sublease, Tenant shall (i) cause the assignee or Subtenant to assume expressly in writing and to agree to perform all of the covenants, duties and obligations of Tenant hereunder, and such assignee or Subtenant shall be jointly and severally liable therefor along with Tenant; (ii) cause such assignee or Subtenant to grant Landlord an express first and prior contract lien and security interest in the same manner as the lien granted by Tenant to Landlord under Section 5.03 hereof; (iii) subordinate to Landlord's statutory lien and the aforesaid contract lien and security interest any liens or other rights which Tenant may claim with respect to any fixtures, equipment, goods, merchandise or other property owned by or leased to the proposed assignee or Subtenant or other party intending to occupy the Leased Premises; and (iv) agree with Landlord that in the event that the rent or other consideration due and payable by a Subtenant or assignee under any such permitted sublease or assignment exceeds the Rent for the portion of the Leased Premises so transferred, then Tenant shall pay Landlord as additional rental hereunder all such excess rental and other consideration immediately upon receipt thereof by Tenant from such transferee; (2) A signed counterpart of all instruments, relative to a Transfer (executed by all parties to such transaction with the exception of Landlord) shall be submitted by Tenant to Landlord prior to or contemporaneously with the request for Landlord's written consent thereto (it being understood that no such instrument shall be effective without the written consent of Landlord); (3) No usage of the Leased Premises different from the usage herein provided to be made by Tenant shall relieve Tenant be permitted, and all of any obligation under the terms and provisions of this Lease Agreementshall continue to apply after a Transfer; and (4) In any case where Landlord consents to a Transfer, Tenant will nevertheless remain directly and primarily liable for the performance of all the covenants, duties and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent herein provided to be paid), and Landlord shall be permitted to enforce the provisions of this Lease against the undersigned Tenant or any transferee, or both, without demand upon or proceeding in any way against any other persons. (c) If Tenant is a corporation then any transfer of this Lease by merger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock in Tenant outstanding at the time of execution of this Lease shall constitute a Transfer for the purposes of this Lease. Any For purposes of this Section 4.05(c), the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation involved. (d) If Tenant is a general partnership having one or more corporations as partners or if Tenant is a limited partnership having one or more corporations as general partners, the provisions of Section 4.06(c) shall apply to each of such corporations as if such corporations alone had been the Tenant hereunder. If Tenant is a general or limited partnership, joint venture, or other form of association, the transfer of a majority of the ownership interests therein shall constitute a Transfer for the purposes of this Lease. (e) The consent by Landlord to a particular Transfer shall not be deemed a consent to any other subsequent Transfer. If this Lease, the Leased Premises or the Tenant's leasehold interest therein, or if any portion of the foregoing is transferred, or if the Leased Premises are occupied in whole or in part by anyone other than Tenant without the prior consent of Landlord hereunder is subject as provided herein, Landlord may nevertheless collect rent from the transferee or other occupant and apply the net amount collected to receipt the Rent payable hereunder, but no such transaction or collection of rent or application thereof by Landlord of an executed copy shall be deemed a waiver of the sublease provisions hereof or assignmenta release of Tenant from the further performance by Tenant of its covenants, duties and obligations hereunder.

Assignment or Sublease. In the event (a) If Tenant shall desire intends 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 intent. Tenant's notice shall set forth the name date any such assignment or sublease shall commence and be accompanied by an exact copy of the proposed agreements between Tenant and the proposed assignee or sublessee subtenant. Tenant shall provide Landlord with (i) any 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 a copy of (ii) an opportunity to meet and interview the proposed assignment assignee or sublease instrumentsubtenant, at least ninety if requested by Landlord. (90b) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of twenty (20) days following such interview and receipt of such additional information (or thirty (30) days following receipt from the date of such Tenant's original notice if Landlord does not request additional information or an interview) within which to notify Tenant in writing that that, subject to subparagraph (c) below, Landlord elects either (i) to permit Tenant to assign or 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 (iiiA) to terminate this Lease Agreement 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 arising thereafter 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. Any rent The approval by Landlord of the proposed assignee or other payments otherwise due Tenant as a result of assignment sublessee shall not to be unreasonably withheld or subletting of all or any portion delayed so long as: (i) the use of the 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 excess accordance with the provisions of this Lease); (iv) the rent due proposed use or the proposed assignee or sublessee would not cause the violation of any covenant or agreement of Landlord by Tenant on to any third party or would permit any other tenant to terminate 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, Landlord cannot itself accommodate such space hereunder shall be payable as 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 such proceeds to Landlordexisting occupant's expansion needs within the Building. If Landlord should fail fails to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected waived option (iA) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt , but written approval by Landlord of an executed copy of the sublease proposed assignee or assignment.sublessee shall be required. Failure by Landlord to approve a

Assignment or Sublease. In the event Tenant shall desire not, either voluntarily or by operation of law, assign, encumber, pledge, or otherwise transfer or hypothecate all or any part of Tenant's leasehold estate hereunder, or permit the Leased Premises to assign this Lease Agreement be occupied by anyone other than Tenant or Tenant's employees, or sublet the Leased Premises or any part portion thereof, without Landlord's prior written consent in every instance, which Landlord shall not unreasonably withhold, condition or delay. 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, desire at least ninety thirty (9030) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord , which notice shall then have a period include the name, address, evidence 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 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantfinancial capability, and Tenant hereby assigns all rights it might have other pertinent information regarding the proposed assignee or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. sublessee. a. No assignment or subletting by Tenant shall relieve Tenant of any obligation obligations under this Lease Agreement. Any attempted transfer of this Lease Agreement by Tenant without the consent of Landlord hereunder 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 obtain Landlord's consent to further 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, or 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 subletting shall not relieve Tenant from responsibility under the Lease Agreement, and Tenant shall therefore remain liable for the faithful performance of the 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 lease, then such excess rental shall be deemed Additional Rent owed by Tenant to Landlord. 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, or any portion thereof, shall be subject to receipt prior approval in writing by Landlord. e. In any assignment or transfer, 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 shall 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 an executed copy 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 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 be void, and, at the option of the sublease or assignmentLandlord, shall constitute a material default by Tenant under this Lease Agreement.

Assignment or Sublease. In the event 13.1 Tenant shall desire to not, directly or indirectly, without the prior written consent of Landlord (which consent shall not be unreasonably withheld), assign this Lease Agreement or sublet any interest herein or sublease the Leased 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, 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 desire, along with the name assignment or sublease. 13.2 If Tenant wishes to assign this Lease or sublease all or any part of the proposed Premises, Tenant shall give written notice to Landlord identifying the intended assignee or sublessee subtenant by name and a copy address and specifying all of the proposed 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 instrument, at least ninety (90including 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 advance 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 desires shall deliver a second notice to make 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 on the same terms as 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 part thereof until an executed duplicate original of such assignment or sublease. Landlord , in compliance with section 13.1 hereof, has been delivered to Landlord, (c) no assignee or subtenant shall then have a period 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 following receipt of after such notice within excess rent is paid to Tenant. As used in this section 13.3, "excess rent" shall mean the amount by which the total money and other economic consideration to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign be paid by the assignee or 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 subtenant as a result of an assignment or subletting sublease, whether denominated rent or otherwise, exceeds, in the aggregate, the total amount of all or any rent which Tenant is obligated to pay to Landlord under this Lease (prorated to reflect the rent allocable to the portion of the Leased Premises subject to such assignment or sublease), 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 expense for the specific assignee or subtenant in question and commercially reasonable leasing commissions paid by Tenant in connection with such assignment or sublease, and all reasonable costs incurred by Tenant (in excess of the rent $1,000 per occurrence) in enforcing such assignment or sublease, without deduction for carrying costs due Landlord by Tenant on such space hereunder to vacancy or otherwise. Such costs of additional improvements and leasing commissions shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing amortized with interest at the rate of ten percent (10%) per annum over the term of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentsublease.

Assignment or Sublease. In the event 13.1 Tenant shall desire to not mortgage, pledge, encumber, assign or in any manner transfer this Lease Agreement Lease, in whole or in part, or any interest herein, or sublet or allow any other person, firm or corporation to use or occupy the Leased Premises Premises, or any part thereof, Tenant without the prior written consent of Landlord, which consent shall give Landlord written notice of such desirenot be unreasonably withheld, along with the name of the proposed assignee conditioned or sublessee and a copy of the proposed assignment delayed. Any attempted assignment, sublease, license 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 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 other transfer by Tenant in which event violation of the terms and covenants of this Article shall be void. Notwithstanding the foregoing, without Landlord’s prior consent but upon prior written notice to Landlord, Tenant will be relieved of all obligations arising thereafter as shall have the right to such space. Any rent assign its interest in this Lease or other payments otherwise due Tenant as a result of assignment or subletting of to sublease all or any portion of the Leased Premises in excess to any subsidiary, division or affiliate of Greenway Medical Technologies, Inc., subject to all the rent due terms and provisions hereof. 13.2 Any assignment, subletting or other transfer, even with the consent of Landlord, shall not destroy the privity of contract between Landlord by and Tenant on such space hereunder and shall be payable as not relieve Tenant from primary liability for the payment of Base Rent and additional rent or from the primary obligation to keep and be bound by the terms, conditions and covenants of this Lease. It is hereby acknowledged that Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in may at any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation time accept rent under this Lease Agreement. Any consent of Landlord hereunder is subject from any person offering to receipt by Landlord of an executed copy pay the same without thereby acknowledging the person so paying as a tenant in place of the sublease or assignmentTenant hereinabove named, and without releasing said named Tenant from the obligations of this Lease, and without recognizing the claims under which such person offers to pay said rent, but the same shall be taken to be a payment on account by Tenant.

Assignment or Sublease. In a. Except as provided in Subparagraphs b and c of this Paragraph, Sublessee shall not have the event Tenant shall desire right to assign this Lease Agreement or sublet the Leased Subleased Premises, in whole or in part, without Sublessor's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. b. The consent of Sublessor shall not be required for any assignment of this Sublease, or sub-sublet of the Subleased Premises or any part thereof, Tenant to an Affiliate of Sublessee; provided, however, that Sublessee shall give Landlord written notice promptly notify Sublessor 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 any 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 sublet such spacesub-subletting, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard and with respect to any commercially reasonable standard)assignment of this Sublease, shall deliver a written assumption in favor of Sublessor of the duties, obligations and liabilities of Sublessee hereunder by such Affiliate, and further, provided Sublessee has obtained Landlord's approval or consent thereof. An "Affiliate" for purposes of this section shall be any person or entity which Sublessee controls or is wholly owned by Sublessee. c. The transfer of this Sublease from Sublessee by merger or consolidation or any change in ownership or power to vote of the voting stock in Sublessee, or (iii) any reincorporation or recapitalization, or any sale or public offering of Sublessee's stock, shall not constitute an assignment for purposes of this Sublease, provided Sublessee has obtained Landlord's approval or consent thereof. For purposes of this Subparagraph, the term "voting stock" shall refer to terminate this Lease Agreement as shares of stock regularly entitled to vote for the space so affected as election of directors 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. corporation involved. d. No assignment or subletting by Tenant Sublessee shall relieve Tenant Sublessee of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease Sublease, and Sublessee and Sublessee's assignee or assignmentsublessee shall remain jointly and severally liable hereunder.

Assignment or Sublease. In the event Tenant shall should 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, desire at least ninety sixty (9060) 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 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 (iii1) 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 further obligations arising thereafter under this Lease as to such space which occur after the date of such termination, or (2) to permit Tenant to assign this Lease or sublet such space. Any rent , subject, however, to (i) written approval of the proposed assignee or other payments otherwise due subtenant by Landlord and (ii) the requirement that Tenant enter into written agreements with Landlord, and with assignee or subtenant, that any profit realized by Tenant as a result of such assignment or subletting of all or any portion sublease with respect to the use and occupancy of the Leased Premises (meaning, in excess the case of an assignment, the consideration agreed upon between Tenant and assignee or, in the case of a sublease, the difference between the rental rate agreed upon between Tenant and subtenant and the rent then required to be paid under this Lease multiplied by the number of months in the term of the rent sublease) shall, to the extent such profit is immediate, be due Landlord and payable by Tenant on to Landlord upon the execution of an assignment or sublease, and, to the extent such space hereunder shall profit is deferred, be payable as additional rent to Landlord by Tenant promptly upon receipt by assignee or subtenant as it accrues, or (3) to refuse to consent to Tenant, 's assignment of this Lease or sublease of such space and Tenant hereby assigns all rights it might have or ever acquire to continue this Lease in any such proceeds full force and effect as to Landlordthe entire Leased Premises. If Landlord should fail to notify Tenant in writing of such election within said the stated thirty (30) day period, Landlord shall be deemed to have elected option (i3) above. No consent by Landlord to any assignment or subletting sublease shall be deemed to be consent to a use not permitted under this Lease, to any act in violation of this Lease, or to any other or subsequent assignment or sublease, and no assignment or sublease by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. Any sublease or assignment shall be subject to all the terms and conditions of this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this paragraph shall be void. Notwithstanding anything to the contrary contained in this Section 4.5, the consent of Landlord hereunder is subject need not be obtained for (i) any assignment or subletting to receipt by Landlord an Affiliate (defined below) of Tenant, (ii) any assignment of this Lease made in connection with the merger or consolidation of Tenant with or into any other corporation or entity, and (iii) an executed copy assignment of this Lease made in connection with a sale or transfer of a majority of the sublease assets and liabilities of Tenant, so long as, with respect to clauses (i), (ii) and (iii), (1) the assignee or assignment.sublessee shall be engaged in the same field of services as Tenant, (2) the assignee or sublessee is engaged in a business customarily acceptable for a tenant in a first class high-rise office building in Town Center, (3) any assignee shall assume all of the obligations of Tenant under this Lease, (4) at the time of such assignment or subletting, this Lease is in full force and effect and there is no breach under this Lease on the part of Tenant, (5) the assignee's or sublessee's proposed use of the Leased Premises is not in violation of this Lease, and (6) any assignee's shareholders' equity or net worth, as applicable, is equal to or greater than Tenant's shareholders' equity or net worth, as applicable, as of the Commencement Date (determined in accordance with generally accepted accounting principles) (such assignee or sublessee in clause

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest 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 Landlord, 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 written notice of such desiremay consider any factor, along with including but not limited to the name 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 copy 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 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 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 partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord's consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, 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 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) the right to terminate this Lease Agreement as with respect 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 that portion of the Leased Premises in excess 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 due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest 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 Landlord, 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 written notice of such desiremay consider any factor, along with including but not limited to the name 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 copy 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 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 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 partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, 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 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) the right to terminate this Lease Agreement as with respect 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 that portion of the Leased Premises in excess 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 due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In Xxxxxxxxxx.xxx NNN Lease 25 connection with any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In the event Tenant shall desire desires to assign this Lease Agreement or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice executed counterparts of any such desire, along agreement and of all ancillary agreements with the name of the proposed assignee or sublessee subtenant, financial statements, and a copy of any additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease instrument, at least ninety (90) days in advance sublease. The notice shall give the name and current address of the date on which Tenant desires proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to make such 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 thirty seven (307) business days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or 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 further obligations arising thereafter hereunder as to such space. Any rent or other payments otherwise due Tenant as a result of ; provided that Landlord shall only be entitled to terminate this Lease in the event the proposed assignment or subletting of all or any portion sublease relates to more than fifty percent (50%) of the Leased Premises Building for a cumulative period of time in excess of three (3) years to the rent due Landlord by same subtenant, (ii) to permit Tenant on to assign or sublet such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantthe named assignee/subtenant on the terms and conditions set forth in the notice, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord(iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty seven (307) business-day period, Landlord shall be deemed to have elected option (iii) 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 AgreementLease. 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 or delayed, 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 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 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; 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, which approval Landlord shall not unreasonably withhold or delay in giving. Any sublease or assignment executed with the consent of Landlord hereunder is shall be subject to receipt 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 hereunder, for the performance of all of the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and for all acts and omissions of any licensee, subtenant, assignee or any other person claiming under or through any subtenant that shall be in 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 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 as Tenant's Attorney-in-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 executed copy 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. 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 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 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.

Assignment or Sublease. In Subject to the event Tenant shall desire rights of the Master Landlord and the restrictions contained in the Master Lease in connection with a Transfer, Subtenant is not entitled to assign assign, mortgage, hypothecate or otherwise transfer all or any part of its interest in this Lease Agreement or Sublease, nor sublet the Leased Sublease Premises or any part thereof, Tenant shall give Landlord 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 notice consent of such desire, along with the name consent 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 subleaseSublandlord. 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 sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal That consent may be made withheld 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 Sublandlord in which event Tenant will be relieved of all obligations arising thereafter as to such spaceits sole and absolute discretion. Any rent attempted assignment, subletting, license, mortgage, hypothecation or other payments otherwise due Tenant as a result of assignment or subletting 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 Sublandlord, 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 shall not be unreasonably withheld) to any corporation which controls, is controlled by or 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 a going concern; provided, however, that the assignee or sublessee assumes the obligations of Subtenant hereunder, and Subtenant remains fully liable hereunder, and the use of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentremains unchanged.

Assignment or Sublease. In Lessor shall have the event Tenant 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 shall desire to not assign this Lease Agreement or sublet the Leased Premises all or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee leased premises without the prior written consent of Lessor. Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to subletting or sublessee and a copy of the proposed assignment or sublease instrumentassignment, 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 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 cancel this Lease Agreement as to the space so affected as of the date so specified 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 written notice by Tenant in which delivery to Lessee of written notice of Lessor's intention to exercise the option. In the 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 any assignment or subletting 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. Upon the occurrence of an "event of default" as defined below, if all or any portion part of the Leased Premises leased premises are then assigned or sublet, Lessor, in excess addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantassignment or sublease, and Tenant hereby assigns Lessor shall have a security interest in all rights it might have or ever acquire in any such proceeds properties on the leased premises to Landlord. If Landlord should fail to notify Tenant in writing secure payment of such election within said thirty (30) day period, Landlord sums. Any collection directly by Lessor from the assignee or subtenant shall not be deemed construed to have elected option (i) above. No assignment constitute a novation or subletting by Tenant shall relieve Tenant a release of any obligation Lessee from the further performance of its obligations under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLease.

Assignment or Sublease. In the event Tenant shall desire not assign the whole or any part of the leased premises, nor shall this Lease or any interest thereunder be assignable or transferable by operation of law or any process or proceeding of any court, or otherwise, without prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed by Landlord. 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 Agreement or sublet the Leased Premises or any part thereof, Tenant shall give Landlord 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 desire, along written instrument shall be delivered to Landlord. Failure to first obtain in writing Landlord's consent or failure to comply with the name 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 of the proposed date of such assignment or subletting, to the rental payable by the 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 pursuant 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 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 if greater than 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 hereunder. In no event shall the monthly rental after such assignment or subletting of all or any portion of be less than the Leased Premises monthly rental specified in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to LandlordArticle III hereof. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt also pay all legal fees and other costs incurred by Landlord in connection with Landlord's consideration of an executed copy Tenant's request for approval of the sublease assignments or assignmentsubleases.

Assignment or Sublease. In the event Tenant shall should 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, desire at least ninety TEN (9010) days in advance of the date on which Tenant desires to make such assignment or subleasesublet. 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 of thirty to TEN (3010) days following receipt of such notice within which to notify Tenant in writing that Landlord landlord elects either (i) to permit Tenant to assign or sublet such spacespace to the named assignee/subtenant on the terms and conditions set forth in the notice, EXHIBIT B or (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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordconsent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) 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 Lease AgreementLease. 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) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, 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 in form reasonably satisfactory to Landlord; (d) Tenant shall reimburse Landlord on demand for REASONABLE costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of Landlord hereunder is 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 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 receipt 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, hereunder, for the performance of all of the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and for all acts and omissions of any licensee, subtenant, assignee or any other person claiming under or through any subtenant, that shall be in 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 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 executed copy 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 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 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.

Assignment or Sublease. In the event Tenant shall desire not, either voluntarily or by operation of law, assign, encumber, pledge, or otherwise transfer or hypothecate all or any part of Tenant's leasehold estate hereunder, or permit the Leased Premises to assign this Lease Agreement be occupied by anyone other than Tenant or Tenant's employees, or sublet the Leased Premises or any part portion thereof, without Landlord's prior written consent in every instance. 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, desire at least ninety thirty (9030) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord , which notice shall then have a period include the name, address, evidence 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 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantfinancial capability, and Tenant hereby assigns all rights it might have other pertinent information regarding the proposed assignee or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. subtenant. a. No assignment or subletting by Tenant shall relieve Tenant of any obligation obligations under this Lease Agreement. If Tenant is a corporation, partnership, trust, or other legal fictional entity, the transfer of fifty percent (50%) or more of the beneficial ownership of Tenant shall be deemed an assignment of this Lease Agreement. Any attempted transfer by Tenant without the consent of Landlord hereunder 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 obtain Landlord's consent to further transfers. b. In the event Tenant shall propose to assign or sublet the Lease Premises and request the consent of Landlord to any assignment or subletting, or 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 subletting shall not relieve Tenant from responsibility under the Lease Agreement, and Tenant shall therefore remain liable for the faithful performance of the Lease Agreement in case of breach or default by assignee or subtenant. c. If the proposed Base Rental between Tenant and any Subtenant is greater than Base Rental of this lease, then such excess rental shall be deemed Additional Rent owed by Tenant to Landlord. 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, or any portion thereof, shall be subject to receipt prior approval in writing by Landlord. e. In any assignment or transfer, 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 shall 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 an executed copy 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 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 be void, and, at the option of the sublease or assignmentLandlord, shall constitute a material default by Tenant under this Lease Agreement.

Assignment or Sublease. 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, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant shall desire desires to assign this Lease Agreement or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice (i) executed counterparts of such desire, along any agreement and of all ancillary agreements with the name proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed assignee or sublessee and transferee's business to be carried on in the Premises, (iv) a copy 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 assignment or sublease instrumenttransferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, at least ninety (90) days in advance of Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the date on which Tenant desires to make such proposed assignment or sublease. Landlord shall then have a eight (8) business-day period of thirty (30) days following receipt of such notice all the foregoing within which to notify Tenant in writing that Landlord elects either 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 exercised by Tenant); (ii) permit Tenant to assign or sublet such space, (ii) space to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), the named assignee/subtenant on the terms and conditions set forth in the notice; 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordrefuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) the 8-business day period, Landlord shall be deemed to have elected option (ii) 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 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. No In the event Landlord elects option (ii) above, Landlord's written consent to the proposed assignment or subletting 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 relieve Tenant of not have advertised or publicized in any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy way the availability of the sublease Premises without prior notice to Landlord. In the event all or assignmentany one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.

Assignment or Sublease. In Lessee shall not, voluntarily, by operation of law, or otherwise, assign, transfer, mortgage, pledge, or encumber this Lease or sublease the event Tenant Leased Premises or any part thereof, or allow any person other than Lessee, its employees, agents, servants and invitees, to occupy or use the Leased Premises or any portion thereof, without the express prior written consent of Lessor, such consent not to be unreasonably withheld, conditioned or delayed, and any attempt to do any of the foregoing without such written consent shall desire be null and void and shall constitute a default under this Lease. Lessor's consent to any assignment or sublease hereunder does not constitute a waiver of its right to consent to any further assignment or sublease. An assignment, with or 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 Agreement or sublet the Leased Premises or any part thereof, Tenant Lessee shall give Landlord Lessor 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, desire at least ninety fifteen (9015) days in advance of the date on which Tenant Lessee desires to make such assignment or sublease. Landlord Lessor shall then have a period of thirty ten (3010) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (ia) to permit Tenant Lessee to assign this Lease or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may 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 made deemed additional rent owed by Landlord without regard Lessee and payable to any commercially reasonable standardLessor in the same manner that Lessee pays the Rent hereunder), or (iiib) to terminate refuse to consent to Lessee's assignment or subleasing such space and to continue this Lease Agreement in full force and effect 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 portion of the entire Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to LandlordPremises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said thirty the ten (3010) day period, Landlord Lessor shall be deemed to have elected option (ib) above. No In the event (and only in the event) the Lessor consents to an assignment by Lessee pursuant to this Paragraph, Lessee agrees to pay Lessor's actual reasonable attorney's fees associated with Lessor's review and documentation of any requested assignment or sublease hereunder regardless of whether Lessor consents to any such assignment or sublease. The acquisition 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 agree to be bound by the terms and conditions hereof in writing. In addition, the following shall apply to any such consensual assignment or subletting by Tenant Lessee: (a) Lessee shall relieve Tenant give Lessor prior written notice of its 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 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 obligation under 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 Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of thereby preventing an executed copy assignment or sublease of the sublease Leased Premises by Lessee: (a) Incompatibility of the proposed use with others within the Building or assignmentProject; (b) Financial inadequacy of the proposed sub-lessee or assignee; (c) A proposed use or user which would cause a diminution in the reputation of the Building or Project or the other business located therein.

Assignment or Sublease. In the event Tenant shall Lessee should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant Lessee 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, Lessor at least ninety sixty (9060) days in advance of prior notice, which shall specify the terms and effective date on which Tenant desires to make such assignment or subleasethereof. Landlord Lessor shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (i) to permit Tenant to assign or 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 (iiia) to terminate this Lease Agreement as to the space so affected as of the effective date so specified by Tenant Lessee in which event Tenant Lessee will be relieved on such effective date of all obligations arising thereafter further obligation hereunder as to such space. Any rent , (b) to permit Lessee to assign or other payments otherwise due Tenant as a result 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 subletting of all or any portion of sublease and to continue this Lease in full force and effect as to the entire Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to LandlordPremises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said such thirty (30) day period, Landlord Lessor shall be deemed to have elected option (ib) 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 public corridor of the Building. No assignment or subletting by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the sublease or assignment.terms and covenants of this paragraph shall be void. EASTPARK

Assignment or Sublease. In Lessee shall have the event Tenant 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 desire to not assign this Lease Agreement or sublet all or any part of the Leased Premises without the prior written consent of Lessor which consent shall not be unreasonably withheld. Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to subletting or any part thereofassignment, 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 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 cancel this Lease Agreement as to the space so affected as of the date so specified 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 written notice by Tenant in which delivery to Lessee of written notice of Lessor's intention to exercise the option. In the 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 any assignment or subletting 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. Upon the occurrence of an "event of default' as defined below, if all or any portion part of the Leased Premises are then assigned or sublet, Lessor, in excess addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantassignment or sublease, and Tenant hereby assigns Lessor shall have a security interest in all rights it might have or ever acquire in any such proceeds properties on the Leased Premises to Landlord. If Landlord should fail to notify Tenant in writing secure payment of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreementsums. Any consent collection directly by Lessor from the assignee or subtenant shall not be construed to constitute a notation or a release of Landlord hereunder is subject to receipt by Landlord Lessee from the further performance of an executed copy of the sublease or assignmentobligations wider this Lease.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed Premises without in each case first obtaining Landlord's prior written consent, which consent may not be unreasonably conditioned, delayed or withheld. 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 and a copy under this Lease. In no event shall an assignment, subletting or other transfer of the proposed assignment Lease relieve Tenant of any of its obligations under this Lease. Consent to any such assignment, subletting or sublease instrument, at least ninety (90) days in advance transfer shall not operate as a waiver 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 sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard necessity for consent to any commercially reasonable standard)subsequent assignment, subletting or (iii) 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 Agreement as with respect to the space so affected as 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 date so specified by Tenant in which event Tenant will be relieved ownership and/or economic interests shall constitute an assignment for the purpose 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentSection 15.

Assignment or Sublease. In the event (a) Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereofof the Premises or allow any other person or entity (except Tenant's authorized representatives, Tenant employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent which Landlord shall give not unreasonably withhold. Landlord written notice of such desireshall be deemed reasonable in withholding its consent 12 December 16, along with 1995 if it determines in its sole discretion that: (i) the name financial net worth of the proposed assignee or sublessee and a copy of the proposed assignment is not equal to 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 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 greater than Tenant's financial net worth as of the date so specified of this Lease as increased by Tenant the increase in which event Tenant 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 be relieved require more than insignificant alteration (as defined in Paragraph 16.b of all obligations arising thereafter 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 to such spacedefined in Exhibit H attached hereto) in, on or about the Premises, the Common Areas or any other portion of the Project. Any rent assignment, encumbrance or other payments otherwise due Tenant as sublease without Landlord's written consent shall be voidable and at Landlord's election, shall constitute a result of 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 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 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 any portion sublease of this Lease, one-half (1/2) of all sums and other consideration payable to or for the benefit of the Leased Premises Tenant from its assignee or subtenant in excess of the rent due Landlord payable by Tenant on to Landlord under this Lease, or in the case of a sublease, in excess of the rent fairly allocable to such space hereunder subleased portion as reasonably determined by Landlord, shall be payable paid to Landlord, as additional rent and when such sums are due and payable. Tenant shall be permitted to Landlord deduct brokerage commissions (as reasonably determined by local market conditions) actually paid by Tenant promptly upon receipt and attorney's fees (attorney's fees not to exceed $5,000.00) actually paid by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds from the excess paid to Landlord. If Tenant requests Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed consent to have elected option (i) above. No a proposed assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any pay to Landlord, whether or not consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease ultimately given, $100 or assignmentLandlord's reasonable attorneys' fees incurred in connection with such request, whichever is greater.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, mortgage, encumber or otherwise transfer this Lease Agreement or sublet the Leased Premises whole or any part thereofof the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be unreasonably withheld except: (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, Tenant shall give Landlord written notice of such desire, along subtenant or other transferee: (i) is not consistent with the name maintenance and operation of a first-class office building due to the nature of the proposed assignee occupant's business or sublessee and a copy the manner of conducting its business or its experience or reputation in the proposed assignment community, 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 sublet such space, (ii) is likely to refuse such request cause disturbance to assign or sublease such space the normal use and occupancy of the Building; (which refusal 2) Landlord may be made by Landlord without regard withhold in its absolute and sole discretion consent to any commercially reasonable standard)mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease or the Premises by Tenant or any subtenant, whereby this Lease or any interest therein becomes collateral for any obligation of Tenant; and (3) Landlord may withhold its consent to 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 (iii) other agreement or instrument by which the Landlord is bound or to terminate this Lease Agreement as to the space so affected as which any of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such spaceproperty is subject. Any rent No such assignment, subletting or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant transfer shall relieve Tenant of any obligation liability under this Lease AgreementLease. Any consent of Landlord hereunder is subject Consent to receipt by Landlord of an executed copy any such assignment, subletting or transfer shall not operate as a waiver of the sublease necessity for consent to any subsequent assignment, subletting or transfer. In lieu of granting any such consent, Landlord reserves the right to terminate this Lease or, in the case of a 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 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 Lessor shall have the event Tenant 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 shall desire to not assign this Lease Agreement lease or sublet all or any part of the Leased Premises without the prior written consent of Lessor.* Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to subletting or any part thereofassignment, 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 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 cancel this Lease Agreement as to the space so affected as of the date so specified 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 written notice by Tenant in which delivery to Lessee of written notice of Lessor's intention to exercise the option. In the 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 any assignment or subletting 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. Upon the occurrence of an "event of default" as defined below, if all or any portion part of the Leased Premises are then assigned or sublet, Lessor, in excess addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantassignment or sublease, and Tenant hereby assigns Lessor shall have a security interest in all rights it might have or ever acquire in any such proceeds properties on the Leased Premises to Landlord. If Landlord should fail to notify Tenant in writing secure payment of such election within said thirty (30) day period, Landlord sums. Any collection directly by lessor from the assignee or subtenant shall not be deemed construed to have elected option (i) above. No assignment constitute a novation or subletting by Tenant shall relieve Tenant a release of any obligation Lessee from the further performance of its obligations under this Lease Agreement. Any Lease.* Such consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentshall not be unreasonably withheld.

Assignment or Sublease. In the event (1) Tenant shall desire not voluntarily, involuntarily, or by operation of law, assign, or encumber, this Lease, in whole or in part, 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 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 be bound by the terms, 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 Agreement or sublet Demised Premises, Tenant must first offer to relinquish its Lease of said premises, and to surrender same, to the Leased Premises or any part Landlord; and Tenant agrees that if Landlord accepts said offer within ten (10) calendar days of receipt thereof, Tenant this Lease shall give Landlord written notice of such desireterminate and become null and void upon a date designated by Landlord, 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 not less than thirty (30) nor more than sixty (60) calendar days following receipt after the date of Landlord's acceptance. Upon such notice within acceptance and termination, all accounts and interests of the parties shall be 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 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 notify 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 writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without full force and effect with regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as and that every reference therein 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under "Lease" means this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLease.

Assignment or Sublease. In Except with the event prior written consent of Landlord, which consent Landlord may withhold in its sole discretion, Tenant shall desire to not voluntarily (i) assign or in any manner transfer this Lease Agreement 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 Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire(iv) grant any license, 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 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 concession or other payments otherwise due Tenant as a result right of assignment or subletting occupancy of all or any portion of the Leased Premises in excess Premises, or (v) permit the use of the rent due 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 by Tenant on such space hereunder to one or more assignments or sublettings shall not be a waiver of Land lord 's rights as to any subsequent assignments and sublettings. Any approved transfer shall be payable as additional 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 by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to of notice of default from Landlord. If No d irect collection by Landlord should fail to notify from any assignee or subtenant shall constitute a novation or a release of Tenant in writing from the performance of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation its remaining obligations under this Lease Agreement. Any consent of Landlord hereunder is subject to Lease, nor shall receipt by Landlord of an executed copy ofrent from any assignee, subtenant or occupant of the sublease or assignmentPremises be a waiver of the covenant in this Lease prohibiting assignment and subletting.

Assignment or Sublease. 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 shall desire desires to assign this Lease Agreement or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice of such desire, along (i) the proposed agreements and all ancillary agreements with the name proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years (if available), (iii) the nature of the proposed assignee or sublessee and transferee's business to be carried on in the Premises, (iv) a copy 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 assignment or sublease instrumenttransferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, at least ninety (90) days in advance of Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the date on which Tenant desires to make such proposed assignment or sublease. Landlord shall then have a ten (10) business day period of thirty (30) days following receipt of such notice all the foregoing within which to notify Tenant in writing that Landlord elects either to: (i) to 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, (ii) space to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), the named assignee/subtenant on the terms and conditions set forth in the notice; 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordrefuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) 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 to the proposed assignment or sublease shall not be unreasonably withheld, 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 is in form reasonably satisfactory to Landlord; (d) 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 incurred in connection with the granting of any requested consent; and (e) 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. Notwithstanding the foregoing, Landlord agrees that it will not exercise its right to terminate this Lease as provided under clause (i) above in 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 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 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. The above provisions relating to Landlord's right to terminate the Lease and relating to the allocation of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the parties to be commercially reasonable. No assignment or subletting by Tenant shall relieve Tenant it of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of assignment or subletting which conflicts with the sublease or assignmentprovisions hereof shall be void.

Assignment or Sublease. (a) In the event Tenant assigns this Lease or sublets the Leased Premises or any part thereof to a Tenant Affiliate, then Tenant shall desire 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 Agreement or sublet the Leased Premises or any part thereofthereof to a person or entity other than a Tenant Affiliate, then Tenant shall give Landlord written notice of such desireintent. (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, along 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 copy 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 this 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 instrumentsublease, at least ninety or (90ii) days in advance 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 date on which Tenant desires to make such proposed assignment or sublease. Landlord shall then have a period of thirty . (304) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign Any other assignment or sublease such space without the consent of Landlord (which refusal may be made by Landlord without regard to any commercially reasonable standard), or withheld in Landlord's sole and absolute discretion) shall be prohibited. (iiic) 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 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 a result of 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 of the sublessee, or the sub-subletting of all or any portion of the Leased Premises in excess covered by the sublease without the prior written consent of the rent due Landlord by Landlord, which consent shall not be unreasonably withheld; (iv) no assignment or sublease shall affect the continuing primary liability of Tenant on such space hereunder (which, following assignment or sublease, shall be payable joint and several with the assignee or subtenant, as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day periodthe case may be; however, Landlord shall be deemed have no obligation to have elected option name any such assignee or sublessee, in connection with enforcing any of Landlord's rights against Tenant hereunder); (iv) above. No no consent by Landlord to any of the foregoing in the specific instance shall operate as a waiver in any subsequent instance; (vi) no assignment or subletting by Tenant sublease shall relieve Tenant of permit the assignee, sublessee or any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of other person or entity having an executed copy interest in the possession, use, occupancy or utilization of the sublease Leased Premises, to receive or assignment.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

Assignment or Sublease. In the event 19.1 Tenant shall desire not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity to occupy or use all or any part of the Premises without first obtaining Landlord's written consent, which Landlord shall not unreasonably withhold, condition or delay for transferees meeting Landlord's then-existing criteria for creditworthiness and use. No 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 voidable and at Landlord's election, shall constitute a default. In no event may Tenant sublease or assign this Lease Agreement to any other tenant (or sublet an affiliate, subsidiary or parent company of such tenant) in the Leased 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 part thereofassignment, Tenant shall give encumbrance or sublease, Landlord written notice of such desire, along with may require that the name of the proposed assignee or sublessee remit directly to Landlord on a monthly basis, all moneys due to Tenant by said assignee or sublessee. Also as a condition to Landlord's consent to any sublease, such sublease shall provide that it is subject and a copy subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the proposed sublease, including collection of rent; that in the event of termination of this Lease for any 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 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 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 sublease instrumentotherwise), 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 ninety (90) days in advance 25% of the date on 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 desires from its subtenants in excess of the Rent payable by Tenant to make 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 assignment sublease or subleaseassignment. Landlord shall then have 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 period non-curable default. In lieu 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 sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard granting consent to any commercially reasonable standard)proposed assignment, subletting or (iii) other transfer for which Tenant is required to obtain Landlord's consent, Landlord reserves the right to terminate this Lease Agreement 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, 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 space 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 contains no extension rights, 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 consent to 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 attorney's fees incurred in connection with such request, 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 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 the right to elect to terminate this Lease, in which case this Lease shall not be 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 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 affected 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 so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent execution of this Lease; or (3) any corporation, limited partnership, limited liability partnership, limited liability company or other payments otherwise due business entity acquiring all or substantially all of Tenant's assets if such entity's Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess date of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing execution of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentLease.

Assignment or Sublease. In the event 17.1 Tenant shall desire to assign neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease Agreement or any interest therein, and shall not sublet the Leased said Demised Premises or any 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 written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall give not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by 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 Landlord, constitute a default under the terms of this Lease. Landlord written notice shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of such desire, along with the name proposal and provides sufficient information about the financial standing and experience of the proposed assignee or sublessee and a copy of the proposed subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublease instrumentsublet 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, at least ninety (90) days except a claim for legal fees and costs as provided in advance Section 51.1 below. In the event of the date on which Tenant desires to make such 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 then have 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 period 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 following receipt of such advanced notice within which with sufficient information to notify Tenant in writing that Landlord elects either confirm that: (i) to permit Tenant to assign or sublet such spacethere shall be no change in the permitted use of the Demised Premises, (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)Tenant shall remain liable jointly and severally with the assignee/subleasee for payment and performance of all Tenant obligations under this Lease, or (iii) to terminate this Lease Agreement as to the space so affected as of proposed assignment/sublease shall not impair Landlord’s security, and (iv) the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent proposed assignee or other payments otherwise due Tenant as a result of assignment or subletting of all or subtenant shall not introduce any portion of the Leased new Hazardous Substances onto Landlord’s Premises in excess violation of applicable laws which is inconsistent with the rent due Landlord 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 such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmenta United States stock exchange.

Assignment or Sublease. 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 shall desire desires to assign this Lease Agreement or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice (i) executed counterparts of such desire, along any agreement and of all ancillary agreements with the name proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed assignee or sublessee and transferee’s business to be carried on in the Premises, (iv) a copy 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 assignment or sublease instrumenttransferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, at least ninety (90) days in advance of Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the date on which Tenant desires to make such proposed assignment or sublease. Landlord shall then have a fifteen (15) day period of thirty (30) days following receipt of such notice all the foregoing within which to notify Tenant in writing that Landlord elects either to: (i) to 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, (ii) space to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), the named assignee/subtenant on the terms and conditions set forth in the notice; 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordrefuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) 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. No In the event Landlord elects option (ii) above, Landlord’s written consent to the proposed assignment or subletting 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 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 is in form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Tenant shall relieve Tenant 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 obligation under this Lease Agreementrequested consent. Any Additionally, Tenant acknowledges that Landlord may condition its consent of Landlord hereunder is subject to receipt by Landlord of an executed copy any assignment or sublease upon the continued guaranty of the sublease Lease by Guarantor as defined in Lease Section 20 below. In the event all or assignmentany one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.

Assignment or Sublease. In the event Tenant shall desire not, voluntarily, by operation of law, or otherwise, (i) assign, transfer, mortgage, pledge, or otherwise transfer or encumber (collectively, “assign”) all or any part of Tenant’s right and interest in this Lease or in the Leased Premises or (ii) sublease the Leased Premises or any part thereof without the prior written consent of Landlord, 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 conflict or violate any of the terms, conditions or provisions of this Lease. Notwithstanding anything to the contrary contained in this Lease, 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 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 in default of another lease in the Building or Property. Landlord’s consent to any assignment or sublease hereunder does not constitute a waiver of its right to disapprove of any further assignment or sublease. If Tenant desires to assign this Lease Agreement or sublet sublease 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, desire at least ninety sixty (9060) days in advance of the date on which Tenant desires to make such assignment or sublease, together with 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 notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or 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 Tenant, in which event Tenant will shall be relieved of all further obligations arising thereafter hereunder as to such space or (ii) to permit Tenant to assign this Lease or sublease such space. Any rent , or other payments otherwise due Tenant as a result of (iii) to refuse to consent to Tenant’s assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on subleasing such space hereunder shall be payable and to continue this Lease in full force and effect as 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 such proceeds to Landlordthe entire Leased Premises. If Landlord should fail to notify Tenant in writing of such election within said the thirty (30) calendar day period, Landlord shall be deemed to have elected option (iiii) above. No If Landlord elects option (ii) above and approves the assignment or subletting sublease, then (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, fifty percent (50%) of the excess rent (exclusive of Tenant’s reasonable, documented costs of subleasing the Leased Premises, including, but not limited to, commissions, marketing costs and tenant 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. In 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 obligation 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 Agreementand to exercise all rights and remedies as are granted to Landlord under this Lease and under law. Any consent 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 Landlord hereunder is 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 receipt by the conditions contained in this Section 10.01, including providing Landlord of an executed copy 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 assignmentsublet 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 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 deemed an “Affiliate”), so long as the Affiliate is at least as credit-worthy as Tenant, in Landlord’s sole but reasonable discretion, at the time of the transfer. Tenant shall not be released from liability under this Lease upon the assignment or sublease of the Lease to an Affiliate.

Assignment or Sublease. In the event (a) Tenant shall desire to assign not voluntarily or by operation of law assign, transfer or encumber (collectively “Assign”) or sublet all or any part of Tenant’s interest in this Lease Agreement or in the Leased Premises, or allow any third party to use any portion of the Leased Premises (which for purposes of the balance of this Section 5.6 shall be deemed to be a “sublet” or “sublease” of the Leased Premises), without Landlord’s prior written consent given under and subject to the 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 notice of such desire, along with request for consent shall specify the name date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee subtenant, including, without limitation, its name, business and a copy financial condition, financial details of the proposed assignment 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 sublease instrument, at least ninety subtenant. Tenant shall promptly provide Landlord with (90i) such other or additional information or documents reasonably requested (within ten (10) days in advance of after receiving Tenant’s consent request) by Landlord, and (ii) an opportunity to meet and interview the date on which Tenant desires to make such assignment proposed assignee or sublease. subtenant, if requested by Xxxxxxxx. (c) Landlord shall then have a period until the later of (x) ten (10) business days following such interview and receipt of all such additional information and (y) thirty (30) days following receipt from the date of such 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 permit Tenant to assign or 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 effective date so of the proposed assignment or sublease specified by Tenant Tenant, in which event Tenant will be relieved of all further obligations arising thereafter 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. 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, 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 payments otherwise due consideration realized by Tenant as a result of under any such sublease or assignment or subletting of all or any portion of the Leased Premises in excess of (i) the proportionate Rent payable for the applicable subleased space, (ii) any reasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent due Landlord by Tenant on periods, etc.), and (iii) any advertising costs and brokerage commissions associated with such space hereunder assignment or sublease (“Profit”), shall be payable divided and paid as additional rent follows: fifty percent (50%) to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds fifty percent (50%) to Landlord. If Landlord should fail to notify ; provided, however, that if Tenant is in writing of such election within said thirty (30) day default hereunder beyond any applicable cure period, Landlord shall be deemed entitled to have elected option all such Profit. (if) aboveIn 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 AgreementLease. 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 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 hereunder (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, 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 subject unable to receipt by 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 controlling interest in the stock of Tenant as a result of an executed copy initial public offering of Tenant’s stock, and any transfer of the sublease capital stock of Tenant by persons or assignmentparties through the “over the counter market” or through any recognized stock exchange, shall not be deemed to be an assignment or transfer requiring Landlord’s consent.

Assignment or Sublease. In the event Tenant shall desire not, voluntarily, by operation of law, or otherwise, assign, transfer, mortgage, pledge, or encumber this Lease or sublease the Leased Premises or any part thereof, or allow any person other than Tenant, its employees, agents, servants and invitees, to occupy or use the Leased Premises or any portion thereof, without the express prior written consent of Landlord, such consent 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. Notwithstanding the foregoing, in no event shall Tenant assign this Lease or sublease the Leased Premises to any entity engaged in the commercial real estate business, including, without limitation, property management or the brokerage, ownership or development of competitive properties. Landlord's consent to any assignment or sublease hereunder does not constitute a waiver of its right to consent to any further assignment or sublease. If Tenant desires 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, desire at least ninety sixty (9060) days in advance of the date on which Tenant desires to make such assignment or sublease, together with 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 notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or 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 (iiia) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant Tenant, in which event Tenant will shall be relieved of all further obligations arising thereafter hereunder as to such space. Any , or (b) to permit Tenant to assign this Lease or sublet such space (provided, however, if the rent agreed upon between Tenant and subtenant is greater than the Monthly Base Rent that Tenant must pay Landlord, such excess rent shall be deemed additional rent owed by Tenant and payable to Landlord in the same manner that Tenant pays the Rent hereunder), or other payments otherwise due Tenant as a result of (c) to refuse to consent to Tenant's assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on subleasing such space hereunder shall be payable and to continue this Lease in full force and effect as 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 such proceeds to Landlordthe entire Leased Premises. If Landlord should fail to notify Tenant in writing of such election within said the thirty (30) day period, Landlord shall be deemed to have elected option (ic) 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 obligation obligations under this Lease AgreementLease, and Tenant shall remain fully liable hereunder. Any consent 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 Landlord hereunder is 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. Notwithstanding the foregoing, Tenant shall also have the right with prior written notice to Landlord, but without Landlord's consent, and subject to receipt by Landlord of an executed copy the conditions contained herein, to assign the Lease or sublet all or any portion of the sublease Leased Premises to (a) any entity resulting from a merger or assignmentconsolidation 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 of at least the same net worth value and credit worthiness as Tenant, in Landlord's sole reasonable discretion, at the time of the assignment or sublease, and none of the same shall release Tenant and Tenant shall remain liable to Landlord for full performance of Tenant's obligations under this Lease.

Assignment or Sublease. In the event 17.1 Tenant shall desire to assign neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease Agreement or any interest therein, and shall not sublet the Leased said Demised Premises or any 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 written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall give not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by 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 Landlord, constitute a default under the terms of this Lease. Landlord written notice shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of such desire, along with the name proposal and provides sufficient information about the financial standing and experience of the proposed assignee or sublessee and a copy of the proposed subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord's failure to timely consent to any assignment or sublease instrument, at least ninety (90) days in advance sublet is unreasonable shall be the remedy of the date on which specific performance and Tenant desires to make such assignment shall have no damage claim or sublease. further claim of any nature or cause of action against 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 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 portion of the Leased Premises Landlord's actions in excess of the rent due Landlord by Tenant on such space hereunder shall be payable refusing to timely consent, except a claim for legal fees and costs as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire provided in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.Section 51.1

Assignment or Sublease. In Landlord shall have the event 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. Without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, Tenant shall desire to will neither assign this Lease Agreement in whole or sublet in part nor sublease all or part of the Leased Premises Premises. If Tenant requests Landlord to consent to a specific assignment or any part thereofsublease, Tenant shall will give Landlord written notice of such desire, along with (i) the name and address of the proposed assignee or sublessee and subtenant; (ii) a copy of the proposed assignment or sublease instrumentsublease; (iii) reasonably satisfactory information about the nature, at least ninety (90) days in advance business and business history of the date on assignee or subtenant and its proposed use of the Premises; and (iv) banking, financial or other credit information, and references, about the proposed assignee or subtenant sufficient to enable the Landlord to determine the financial responsibility and character of the proposed assignee or subtenant. Landlord’s consent to an assignment or sublease will not be effective until: a fully executed copy of the instrument of assignment or sublease has been delivered to the Landlord; in the case of an assignment, Landlord has received a written instrument in which assignee has assumed and agreed to perform all Tenant’s obligations in this Lease; and a Five Hundred Dollar ($500) transfer fee. Landlord’s consent to an Assignment or Sublease will not release the Tenant desires from the payment and performance of its obligations in the Lease, but rather, Tenant and its assignee will be jointly and severally primarily liable for such payment and performance. For purposes of this Lease, the following transactions will also constitute an assignment which shall require the Landlord’s prior written consent: (a) Assignment by operation of law; (b) An imposition (whether or not consensual) of a lien, mortgage or encumbrance upon Tenant’s interest in this Lease; (c) An arrangement (including without limitation management agreements, concessions, and licensees) that allows the use and occupancy of all or part of the Premises by anyone other than Tenant; (d) A transfer of voting control of Tenant, if Tenant is a corporation. (e) A transfer of more than 33 1/3% of the interest in Tenant, if Tenant is a partnership or a limited liability company. An assignment or sublease without Landlord’s prior written consent will be void at Landlord’s option. Landlord’s consent to make such an assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify If Tenant in writing believes that Landlord elects either (i) has unreasonably withheld its consent, Tenant’s sole remedy will be to permit seek a declaratory judgment that Landlord has unreasonably withheld its consent in order of specific performance or mandatory injunction of Landlord’s agreement to give its consent. 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. Tenant agrees to assign or sublet such space, (ii) reimburse Landlord for Landlord’s reasonable attorneys’ fees and costs incurred in connection with the processing and documentation of any request made pursuant to refuse such request this paragraph. Notwithstanding the giving by Landlord of its consent to assign any assignment or sublease with respect to the premises, no such space (which assignee or subTenant may exercise any expansion option, right of first refusal may be made by Landlord without regard to any commercially reasonable standard)option, or (iii) to terminate extension option under this Lease Agreement as except in accordance with a separate written agreement entered into directly between such assignee or sub Tenant and Landlord, and, absent Landlord’s written agreement to the space so affected as contrary, all option rights 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and all lease rights of Tenant hereby assigns all rights it might have created pursuant to the exercise of any option rights, with respect to any space so assigned or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day periodsubleased, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentextinguished.

Assignment or Sublease. In the event (a) Tenant shall desire to assign not voluntarily or by operation of law assign, sublet, mortgage, pledge, encumber or transfer (collectively "TRANSFER") all or any part of Tenant's interest in this Lease Agreement or in the Premises without Landxxxx'x xrior written consent given under and subject to the terms of this Section. (b) If Tenant desires to Transfer this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desireintent. Tenant's notice shall specify the effective date of the proposed Transfer and be accompanied by the name, along with the name address, telephone number and current financial statement of the proposed assignee or sublessee subtenant ("Transferee"), all financial details of the Transfer, the intended use (including any modification) of the Premises, and a copy exact copies of all of the proposed agreement(s) between Tenant and the Transferee. Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested by Landxxxx, xxd (ii) an opportunity to meet and interview the Transferee, if requested by Landxxxx. Xxndlord shall have the option to recapture the space which Tenaxx xxxhes to assign or sublet by terminating this Lease for such space or by taking an assignment or a sublease instrumentfrom Tenant. If Landlord does not elect to recapture the space, at least ninety Landlord's consent to a Transfer shall not be unreasonably withheld. If Landlord does recapture the space, then the liability of Tenant and any guarantor shall cease with respect to the recaptured space. (90c) Landlord shall have twenty (20) days in advance of from the date on which Tenant desires to make such assignment of Tenaxx'x xriginal notice, or sublease. Landlord shall then have a period of thirty seven (307) days following from the date of Landlord's interview with the Transferee and/or receipt of such notice additional information, if requested within the initial twenty (20) day period, within which to notify Tenant in writing that whether or not Landlord elects either will permit such Transfer. Landxxxx'x xonsent to a Transfer shall not be unreasonably withheld, conditioned or delayed. Reasonable grounds for denying consent shall include (i) to permit Tenant to assign Transferee's character, reputation, credit history, or sublet such space, business is not consistent with the character or quality of the Premises; (ii) to refuse such request to assign Transferee is either a government agency or sublease such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), or an instrumentality of one; (iii) to terminate this Lease Agreement as to the space so affected as Transferee's intended use of the date so specified by Tenant in which event Tenant Premises is inconsistent with the Permitted Use or will materially and adversely affect Landlord's interest; (iv) Transferee's financial condition is or may be relieved inadequate to support the Lease obligations of all obligations arising thereafter as Transferee under the Transfer documents; (v) Transferee does not intend to such space. Any rent or other payments otherwise due Tenant as occupy the entire Premises and conduct business there for a result of assignment or subletting of all or any substantial portion of the Leased Premises in excess term of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.Transfer;

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest 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 Landlord, 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 written notice of such desiremay consider any factor, along with including but not limited to the name 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 copy 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 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 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 partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder•. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or• transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, 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 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) the right to terminate this Lease Agreement as with respect 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 that portion of the Leased Premises in excess 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 due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In the event a. Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereof, Tenant shall give Landlord written notice of such desire, along with the name of the proposed assignee Premises or sublessee and a copy allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or b. 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 proposed 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 sublease instrumentinstitutes 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 the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. c. Landlord may, at least ninety (90) days in advance its option, elect to terminate the Lease instead of approving the date on which Tenant desires to make such requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall then have 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 period Net Worth on its most recent financial statement prepared in accordance with generally accepted accounting principles of thirty at least $5,000,000, the provisions of this 119.c. shall not apply if, at the time of the proposed sublease (30or assignment, as the case may be), Tenant engages in a transaction with the proposed sublessee (or assignee, as the case may be) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either sell (i) to permit Tenant to assign all or sublet such spacesubstantially all of Tenant's assets, or (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 a majority 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment's common stock.

Assignment or Sublease. In the event Tenant shall desire to not voluntarily, involuntarily or by operation of law assign or encumber this Lease Agreement lease, in whole or in part, or sublet the Leased Premises whole or any part thereofof the demised premises, Tenant or permit any other persons to occupy same without the prior express written consent of the Landlord which consent shall give Landlord written notice of such desirenot be unreasonably withheld, along references elsewhere in this lease to assignees, subtenants or other persons notwithstanding. Any assignment or subletting, even with the name 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 be bound by the terms, 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 proposed assignee provisions of this lease or sublessee and to be a copy consent to the assignment of this lease or subletting of the proposed demised premises. The referenced assignment or sublease instrumentprovision shall remain in effect should the Tenant renew the Lease. Tenant shall have the right without Landlord's consent to sublet at no profit, at least ninety 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 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 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 to surrender same, to the Landlord; and Tenant agrees that if Landlord accepts said offer within ten (9010) days in advance of the receipt thereof, this lease shall terminate and become null and void upon a date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of designated by Landlord, not less than thirty (30) nor more than sixty(60) days following receipt after the date of Landlord's acceptance. Upon such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such spaceacceptance and termination, (ii) to refuse such request to assign or sublease such space (which refusal may all account and interests of the parties shall be made by Landlord without regard to any commercially reasonable standard), or (iii) to terminate this Lease Agreement as settled to the space so affected as date of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such spacetermination. Any rent or other payments otherwise due Tenant as a result profits net of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder reasonable subleasing expenses shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.split 50/50 with

Assignment or Sublease. In the event Tenant shall desire The Lessee covenants and agrees not to encumber or assign this Lease Agreement or sublet all or any part (including desk space or mailing privileges) of the Leased Premises without the written consent of the Lessor, which consent may be withheld by Lessor. Such assignment shall in no way relieve the Lessee from any obligations, covenants, and provisions of this Lease. If Lessor grants its consent to an assignment or subletting, rent under this Lease shall thereafter be the greater of (a) the rent payable as per terms and conditions of this Lease, or (b) the rent payable by the Assignee or Subtenant (including any consideration paid by Assignee or Subtenant). In no event shall Lessee assign or sublet the Leased Premises for any terms, conditions, and covenants other than those contained herein. In no event shall this Lease be assigned or be assignable by operation of Law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this lease or any part thereofrights or privileges hereunder be an asset of Lessee under any bankruptcy, 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 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)insolvency, 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 reorganizational proceedings. Lessor shall not 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 portion of liable nor shall the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent subject to Landlord by Tenant promptly upon receipt by Tenantany mechanics, materialmens, or other type liens, and Tenant hereby assigns all rights it might have or ever acquire in Lessee shall keep the Leased Premises and land on which the Leased Premises are situated free from any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing liens which may occur because of such election within said thirty (30) day periodacts of Lessee, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of notwithstanding any obligation under this Lease Agreementforegoing provision. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease any subletting or assignment shall not be deemed a consent to any subsequent subletting or assignment. Any assignee, transferee, or purchaser shall agree in writing to be bound by and comply with the provisions of this Lease.

Assignment or Sublease. In the event Tenant shall desire desires to assign this Lease Agreement or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice executed counterparts of any such desire, along agreement and of all ancillary agreements with the name of the proposed assignee or sublessee subtenant, financial statements, and a copy of any additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease instrument, at least ninety (90) days in advance sublease. The notice shall give the name and current address of the date on which Tenant desires proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement and upon request to make such 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 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 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 to affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations arising thereafter hereunder as to such space. Any rent , (ii) to permit Tenant to assign or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on sublet such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantthe named assignee/subtenant on the terms and conditions set forth in the notice, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds (iii) to Landlordrefuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (iii) above. Any rent or other economic consideration realized by Tenant under any such sublease and assignment in excess of the rent payable hereunder (including an allocation of the purchase price attributable to Tenant's leasehold interest in the event of a sale of the Tenant's business), after the net unamortized cost of the Tenant Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs, shall be divided and paid sixty-seven percent (67%) to Landlord and thirty-three percent (33%) 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 AgreementLease. 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 or delayed, provided and upon 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 hereunder has been furnished with reasonable proof thereof; (c) The proposed sublease shall be in form reasonably satisfactory to Landlord; (d) The amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current "Fair Market Value" as defined in paragraph 38 below; (e) Tenant shall reimburse Landlord on demand for any 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; and (f) Tenant shall not have 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 receipt 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 an executed copy 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 Lease on the part of Tenant to be performed and for all acts and omissions of any licensee, subtenant, assignee or any other person claiming under or through any subtenant that shall be in 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 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 as Tenant's Attorney-in-Fact, except that Tenant may collect such rents unless a default occurs as described in paragraph 22 above. 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 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.

Assignment or Sublease. In the event (a) Except for a Permitted Transfer (as defined in Subparagraph 19(f) below), Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet any portion of the Leased Premises or sublease all or any part thereofof 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 first obtaining Landlord's consent, which consent shall not be unreasonably withheld, conditioned or delayed. 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 give Landlord written notice of such desiresubmit to Landlord, along with in writing, the name of the proposed assignee or sublessee subtenant and a copy 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 instrumentsublease, at least ninety 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 (9030) days in advance prior to the proposed effective date of the date on which Tenant desires to make 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 then have a period of thirty within twenty-one (3021) days following after Landlord's receipt of such notice within which written request and information either consent to notify Tenant or refuse to consent to such assignment or sublease in writing that Landlord elects either (i) which consent shall not be unreasonably withheld, conditioned or delayed, and no such consent to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign an assignment or sublease such space (which refusal may be made by Landlord without regard to shall relieve Tenant or any commercially reasonable standard), or (iii) to terminate guarantor of Tenant's obligations under 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordliability hereunder). If Landlord should fail to notify Tenant in writing of its decision within such election within said thirty twenty-one (30) day period21)-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 elected option refused to consent to such assignment or sublease. If Tenant requests Landlord's consent to any such assignment or sublease, the assignment shall be on a form reasonably approved by Landlord, and Tenant shall pay Landlord, whether or not consent is ultimately given, any attorneys' fees and other 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, 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 the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. (e) No assignment or subletting, occupancy or collection of rent from any proposed assignee or sublessee shall be deemed a 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 Tenant hereunder. 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 or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by 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) above. No at least seven (7) days prior to such assignment or subletting by sublease, Tenant shall relieve 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 of any obligation under this Lease Agreement. Any consent of Landlord hereunder (or if a sublease, the Permitted Transferee executes a sublease agreement acknowledging that such subletting is subject to receipt by Landlord of an executed copy this Lease); (iii) Tenant remains fully liable under this Lease; (iv) the use of the sublease or assignmentPremises 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 19.

Assignment or Sublease. In the event Tenant shall desire not, directly or indirectly, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, nor permit the Leased Premises to be occupied by anyone other than Tenant or sublet the whole or any part of the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by operation of law or by any process or proceeding of any court, or otherwise, without the prior written consent of Landlord. Notwithstanding the foregoing, Tenant shall be permitted to assign this Lease Agreement Lease, or sublet the Leased Premises without landlord’s consent to an affiliate of Tenant (affiliate meaning an entity which controls Tenant, is controlled by tenant, or under common control with Tenant, including any subsidiary or parent of Tenant), or to a corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all of the assets of Tenant, or to any person or entity which acquires substantially all of the stock of Tenant. Following any assignment or sublease pursuant to this paragraph, Tenant will remain liable hereunder. The public sale or transfer of the common stock of Tenant shall not constitute an assignment under this Lease. If Tenant desires at any time to enter an assignment of this Lease or a sublease of the Leased Premises or any part portion thereof, where Landlord’s consent is required, Tenant shall first give Landlord written notice to Landlord of such desireTenant’s desire to do so, along with which notice shall contain (a) the name of the proposed assignee or sublessee subtenant, (b) the proposed merchandising plan for the assignee’s or subtenant’s business to be carried on in the Leased Premises in accordance with the uses permitted under Section 5 hereof, (c) the terms and a copy provisions of the proposed assignment or sublease instrumentsublease, at least ninety (90d) days in advance such financial information and past merchandising experience as Landlord may reasonably request concerning the proposed assignee or subtenant, including a resume of the date on which Tenant desires principals of the proposed assignee or subtenant, and (e) a check made payable to make such the order of Landlord for Seven Hundred Fifty and No/100 Dollars ($750.00) as a deposit toward Landlord’s costs incurred in conjunction with the processing and documentation of the proposed assignment or sublease. Tenant agrees to reimburse Landlord for Landlord’s reasonable attorneys’ fees incurred in conjunction with the processing and documentation of any such requested transfer, assignment, subletting, licensing or concession agreement, change of ownership or hypothecation of this Lease or Tenant’s interest in the Leased Premises, such costs and attorneys’ fees not to exceed $1,000. Tenant shall then have a period provide Landlord promptly with fully executed copies of thirty (30) days following receipt of such notice within which all assignments, subleases and related instruments. No consent by Landlord to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign any assignment 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease AgreementLease, whether arising before or after the assignment or sublease. Any The consent of Landlord hereunder is subject to receipt by Landlord of an executed copy to any assignment or sublease shall not relieve Tenant of the sublease obligation to obtain Landlord’s express written consent to any other assignment or assignmentsublease.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest 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 Landlord, 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 written notice of such desiremay consider any factor, along with including but not limited to the name 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 copy 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 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 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 (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, 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 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) the right to terminate this Lease Agreement as with respect 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 that portion of the Leased Premises in excess 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 due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In connection with any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

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 shall not assign this Lease or sublet all or any part of the leased premises without the prior written consent of Lessor (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, Lessee may transfer and assign its rights and obligations, in whole or in part under this lease to any affiliate of Lessee without the consent of Lessor provided that such affiliate maintains the insurance required to be maintained by Lessee hereunder and if requested by Lessor shall provide Lessor with a Certificate of Insurance evidencing such coverage. In the event Tenant of any assignment or subletting, Lessee shall desire to assign 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 Agreement or sublet Lease. Upon the Leased Premises occurrence of an "event of default" as defined below, if all or any part thereofof the leased premises are then assigned or sublet, Tenant 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 subtenant all rents becoming due to Lessee by reason of the assignment or sublease, and Lessor shall give Landlord written notice have a security interest in all properties on the leased premises to secure payment of such desire, along with sums. Any collection directly by Lessor from the name assignee or subtenant shall not be construed to constitute a novation or a release of Lessee from the proposed further performance of its obligations under this Lease. Nothing contained herein shall allow any assignee or sublessee of Lessee to transfer and a copy assign, in whole or in part, its rights and obligations in the building and property that are the subject 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 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentwhatsoever.

Assignment or Sublease. In the event Except as provided in Section 12.3 hereof, Tenant, expressly covenants that Tenant shall desire to assign not, assign, transfer, mortgage or encumber this Lease Agreement or any interest therein, directly or indirectly, or sublet the Leased Premises or any part thereofthereof 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 Landlord (any such action, a "Transfer"), which consent shall not be unreasonably delayed or withheld, provided the following conditions are complied with: (a) Tenant shall give Landlord provide written notice of such desire, along with the name of the any proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, Transfer to Landlord at least ninety thirty (9030) 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 avoid Tenant's duties and obligations under the Lease or Guarantor's obligations under the Guaranty and the Tenant named herein shall continue to be liable for all of its obligations hereunder and the Guarantor shall continue to be liable for all of 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 (3) in the event this Lease shall then have a period of thirty (30) days following receipt terminate before the expiration of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign assignment 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 Transfer, the Transferee thereunder will, at Landlord's option, attorney to Landlord and waive any rights to surrender possession thereunder, as a result of assignment or subletting the termination of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option this Lease. (i) above. No assignment or subletting by Tenant shall relieve Tenant Transferee of any obligation under this Lease Agreement. Any consent 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 hereunder is subject to receipt any and all costs of Landlord, including reasonable attorneys' fees, occasioned by Landlord of an executed copy of the sublease such Transfer, or assignmentLandlord's or any Mortgagee's approval thereof.

Assignment or Sublease. In the event (a) Tenant shall desire to assign not voluntarily or by operation of law assign, transfer or encumber (collectively “Assign”) or sublet all or any part of Tenant’s interest in this Lease Agreement or in the Leased Premises, or allow any third party to use any portion of the Leased Premises (which for purposes of the balance of this Section 5.6 shall be deemed to be a “sublet” or “sublease” of the Leased Premises), without Landlord’s prior written consent given under and subject to the 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 notice of such desire, along with request for consent shall specify the name date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee subtenant, including, without limitation, its name, business and a copy financial condition, financial details of the proposed assignment 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 sublease instrument, at least ninety subtenant. Tenant shall promptly provide Landlord with (90i) such other or additional information or documents reasonably requested (within ten (10) days in advance of after receiving Tenant’s consent request) by Landlord, and (ii) an opportunity to meet and interview the date on which Tenant desires to make such assignment proposed assignee or sublease. subtenant, if requested by Xxxxxxxx. (c) Landlord shall then have a period until the later of (i) ten (10) business days following such interview and receipt of all such additional information, or (ii) thirty (30) days following receipt from the date of such Tenant’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 permit Tenant to assign or 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 (iiiA) to terminate this Lease Agreement 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 space portion of the Leased Premises so affected as of the effective date so of the proposed assignment or sublease specified by Tenant Tenant, in which event Tenant will be relieved of all further obligations arising thereafter hereunder as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any 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 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 within the immediately preceding sixty (60) days. 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, 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 due Landlord by Tenant on periods, etc.), and (iii) any advertising costs and brokerage commissions associated with such space hereunder assignment or sublease (“Profit”), shall be payable divided and paid as additional rent follows: fifty percent (50%) to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds fifty percent (50%) to Landlord. If Landlord should fail to notify ; provided, however, that if Tenant is in writing of such election within said thirty (30) day default hereunder beyond any applicable cure period, Landlord shall be deemed entitled to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentall such Profit.

Assignment or Sublease. In the event Tenant shall desire to assign not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet any interest therein, nor sublease the Leased Premises whole or any part thereofof the Leased Premises, Tenant nor shall give this Lease or any interest 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 Landlord, which consent shall not be unreasonably withheld. Any such transaction unde1taken 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 written notice of such desiremay consider any factor, along with including but not limited to the name 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 copy 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 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 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 partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subleasing or transfer. If Landlord’s consent is requested for an assignment or sublease instrument, at least ninety (90) days in advance of all or a portion of the date on which Tenant desires to make such assignment or sublease. Leased Premises, 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 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) the right to terminate this Lease Agreement as with respect 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 that portion of the Leased Premises in excess 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 due Landlord (and/or other compensation) and term agreed to by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly assignee or subtenant and otherwise upon receipt by Tenant, the terms and Tenant hereby assigns all rights it might have or ever acquire in conditions of this Lease. In com1ection with any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment, Tenant shall promptly provide Landlord with fully executed copies of all assignment, sublease and assumption instruments.

Assignment or Sublease. In the event Tenant shall should desire to assign this Lease Agreement or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, except as provided in Article 7, 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, desire at least ninety thirty (9030) 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 thirty five (305) working days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or 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 further obligations arising thereafter hereunder as to such space. Any rent , (ii) to permit Tenant to assign or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on sublet such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantthe named assignee/subtenant on the terms and conditions set forth in the notice, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord(iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty five (305) working day period, Landlord shall be deemed to have elected option (iii) 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 AgreementLease. Any consent of assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord hereunder is subject exercises its option to receipt by Landlord of an executed copy 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 assignment.sublease shall not be unreasonably withheld provided and upon condition that: (a) 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: (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 in form reasonably satisfactory to Landlord; (e) There shall not be more than two (2) subtenants of the Premises at any one time;

Assignment or Sublease. In the event Tenant shall Lessee should desire to assign this Lease Agreement lease or sublet the Leased Premises or any part thereof, Tenant shall Lessee agrees to give Landlord Lessor written notice of such desire, along with the name of desire (and the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, effective date thereof) at least ninety THIRTY (9030) days in advance of the date on which Tenant Lessee desires to make such assignment or sublease. Landlord Lessor shall then have a period of thirty FIFTEEN (3015) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (i) to permit Tenant to assign or 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 lease as to the space so affected as of the date so specified by Tenant Lessee in which event Tenant Lessee will be relieved of all obligations arising thereafter further obligation hereunder as to such space. Any rent , or other payments otherwise due Tenant (ii) to permit Lessee to assign this lease or sublet such space, subject, however, to written approval of the proposed assignee or sublessee by Lessor, 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 subletting 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 all or any portion months in the term of the Leased Premises in excess 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 rent due Landlord extent such profit is deferred, be payable to Lessor by Tenant on Assignee or Sublessee as it accrues, or (iii) to refuse to consent to Lessee's assignment of this lease or sublease of such space hereunder shall be payable and to continue this lease in full force and effect as 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 such proceeds to Landlordthe entire Premises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said thirty the stated FIFTEEN (3015) day period, Landlord Lessor shall be deemed to have elected option (iiii) above. No consent by Lessor to any assignment or subletting sublease shall be deemed to be consent to a use not permitted under this lease, to any act in violation of this lease, or to any other or subsequent assignment or sublease, and no assignment or sublease by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease Agreementlease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the sublease or assignmentterms and covenants of Section 18 shall be void. 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, OR 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, LESSOR WILL NOT UNREASONABLY WITHHOLD OR DELAY SUCH CONSENT. SUBLESSEE'S AND ASSIGNEES SHALL HAVE ACCESS TO USE LESSEE'S DIRECTORY BOARD STRIPS, LESSEE'S ONTRACT PARKING SPACES (AS ALLOTTED) AND AN ADDITIONAL MAILBOX AT AN ADDITIONAL COST, IF AVAILABLE.

Assignment or Sublease. In the event Tenant shall desire to assign not sublet or encumber the whole or any part of the Premises, nor shall this Lease Agreement or sublet any interest thereunder be assignable or transferable by operation of law or by any process or proceeding of any court or otherwise without the Leased prior written consent of Landlord. As a material inducement to Landlord to execute and deliver this Lease, Tenant agrees it shall be reasonable under this Lease and under applicable law for Landlord to withhold consent to any proposed assignment, encumbrance or sublease if Landlord determines that any one or more, or the following applies (without limitation as to other reasonable grounds for withholding consent): (a) Landlord is not reasonably assured that the proposed transferee will fully, completely and promptly perform all obligations of Tenant under this Lease, (b) the transferee proposes to use the Premises for any purpose other than the permitted uses under this Lease, (c) the proposed transfer would cause Landlord to be in violation of any other lease or agreement to which Landlord is a party or would give any occupant of the Building either the right to cancel its lease or to make a claim against Landlord, (d) the proposed transferee fails to deliver to Landlord its written assumption for all of the obligations to be performed by Tenant under the Lease in connection with the portion of the Premises which is the subject of the proposed transferee, (e) if Tenant and all guarantors will not continue to remain liable on this lease or (f) the proposed transferee’s operating experience or reputation arc inconsistent with those of other tenants in the Building. Consent by Landlord to one assignment or subletting shall not operate as a waiver of the limitations set forth in this Section 18 as to future assignments or subleases. If Tenant requests Landlord’s consent to any assignment of this Lease or subletting of the Premises or any part portion thereof, Tenant shall give Landlord written notice Landlord, at its option, may elect to terminate this Lease as to the portion of such desire, along the Premises affected by the action for which consent is requested and enter into a direct lease with the name of the proposed assignee or sublessee and a copy of the proposed subtenant. Any assignment or sublease instrumentwithout Landlord’s prior written consent shall, 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 sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may Landlord’s option 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) abovevoid. No assignment or subletting sublease shall release Tenant from primary liability hereunder. Each assignment and sublease shall be by an instrument in writing in form satisfactory to Landlord. In addition Tenant agrees that if Tenant assigns its interest in this Lease or sublets the Premises, Tenant shall pay to Landlord one half (1/2) of any rent and any and all consideration received by Tenant shall relieve for such assignment or sublease received from the sublessee or assignee that exceeds the amount of the Rent (the “Excess Rent”). Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject may deduct from the Excess Rent all reasonable expenses incurred by Tenant attributable to receipt by Landlord of an executed copy of the sublease or assignment. If Tenant is a corporation, then any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, or power to vote the majority of Tenant’s outstanding stock, shall constitute an assignment for the purposes of this Lease. If Tenant is a partnership, then a change in general partners or voting or decision-making control or the partnership shall also constitute an assignment. Tenant shall also pay all legal fees and other costs incurred by Landlord in connection with Landlord’s consideration of Tenant’s request for approval of assignments or subleases, including assignments for security purposes. Notwithstanding anything to the contrary herein, a reorganization of or sale of shares between the existing shareholders of Tenant at the time of execution of this Lease (“Existing Shareholders”) shall not constitute an assignment for the purposes of this Lease, nor shall a sale of up to 50% of the voting shares in the Tenant’s outstanding stock to outside investors constitute an assignment for the purposes of this Lease if the Existing Shareholders or any one of them, retain control of the remaining 50% of the voting shares of stock. Notwithstanding anything above to the contrary, if the Lease Guarantee Agreement (Exhibit E) has expired, and Tenant wishes to sublease all of the Premises to an unrelated third party, Landlord may consider the current assets or the tangible net worth (determined in accordance with general accepted accounting principles, consistently applied by Tenant’s and the proposed transferee’s respective independent certified public accountants) of the proposed transferee and any guarantor, in determining whether to grant or withhold Landlord’s consent to the sublease.

Assignment or Sublease. In Landlord shall have the event 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. Without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, Tenant shall desire to will neither assign this Lease Agreement in whole or sublet in part nor sublease all or part of the Leased Premises Premises. If Tenant requests Landlord to consent to a specific assignment or any part thereofsublease, Tenant shall will give Landlord written notice of such desire, along with (i) the name and address of the proposed assignee or sublessee and subtenant; (ii) a copy of the proposed assignment or sublease instrumentsublease; (iii) reasonably satisfactory information about the nature, at least ninety (90) days in advance business and business history of the date on assignee or subtenant and its proposed use of the Premises; and (iv) banking, financial or other credit information, and references, about the proposed assignee or subtenant sufficient to enable the Landlord to determine the financial responsibility and character of the proposed assignee or subtenant. Landlord’s consent to an assignment or sublease will not be effective until: a fully executed copy of the instrument of assignment or sublease has been delivered to the Landlord; in the case of an assignment, Landlord has received a written instrument in which assignee has assumed and agreed to perform all Tenant’s obligations in this Lease; and a Five Hundred Dollar ($500) transfer fee. Landlord’s consent to an Assignment or Sublease will not release the Tenant desires from the payment and performance of its obligations in the Lease, but rather, Tenant and its assignee will be jointly and severally primarily liable for such payment and performance. For purposes of this Lease, the following transactions will also constitute an assignment which shall require the Landlord’s prior written consent: (a) Assignment by operation of law; (b) An imposition (whether or not consensual) of a lien, mortgage or encumbrance upon Tenant’s interest in this Lease; (c) An arrangement (including without limitation management agreements, concessions, and licensees) that allows the use and occupancy of all or part of the Premises by anyone other than Tenant; (d) A transfer of voting control of Tenant, if Tenant is a corporation. (e) A transfer of more than 33 1/3% of the interest in Tenant, if Tenant is a partnership or a limited liability company. An assignment or sublease without Landlord’s prior written consent will be void at Landlord’s option. Landlord’s consent to make such an assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify If Tenant in writing believes that Landlord elects either (i) has unreasonably withheld its consent, Tenant’s sole remedy will be to permit seek a declaratory judgment that Landlord has unreasonably withheld its consent in order of specific performance or mandatory injunction of Landlord’s agreement to give its consent. 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. Tenant agrees to assign or sublet such space, (ii) reimburse Landlord for Landlord’s reasonable attorneys’ fees and costs incurred in connection with the processing and documentation of any request made pursuant to refuse such request this paragraph. Notwithstanding the giving by Landlord of its consent to assign any assignment or sublease with respect to the premises, no such space (which assignee or sub Tenant may exercise any expansion option, right of first refusal may be made by Landlord without regard to any commercially reasonable standard)option, or (iii) to terminate extension option under this Lease Agreement as except in accordance with a separate written agreement entered into directly between such assignee or sub Tenant and Landlord, and, absent Landlord’s written agreement to the space so affected as contrary, all option rights 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenant, and all lease rights of Tenant hereby assigns all rights it might have created pursuant to the exercise of any option rights, with respect to any space so assigned or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day periodsubleased, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentextinguished.

Assignment or Sublease. In the event (a) If Tenant shall desire intends 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 intent. Tenant's notice shall set forth the name date any such assignment or sublease shall commence and be accompanied by an exact copy of the proposed agreements between Tenant and the proposed assignee or sublessee subtenant. Tenant shall provide Landlord with (i) any 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 a copy of (ii) an opportunity to meet and interview the proposed assignment assignee or sublease instrumentsubtenant, at least ninety if requested by Landlord. (90b) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of twenty (20) days following such interview and receipt of such additional information (or thirty (30) days following receipt from the date of such 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 permit Tenant to assign or 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 (iiiA) to terminate this Lease Agreement 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 arising thereafter 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. Any rent The approval by Landlord of the proposed assignee or other payments otherwise due Tenant as a result of assignment sublessee shall not to be unreasonably withheld or subletting of all or any portion delayed so long as: (i) the use of the Leased Premises in excess 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 rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantproposed assignee's or sublessee's use will not involve the storage, and Tenant hereby assigns all rights it might have use, treatment or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant disposal of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.Hazardous Material (except for Permitted Hazardous Materials

Assignment or Sublease. A. Consent by Landlord: Except as specifically provided in this Article 29, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld. In the event Tenant shall desire desires to assign this Lease Agreement or any interest therein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Leased Premises or any part thereof, Tenant shall give deliver to Landlord written notice copies of any such desire, along proposed agreement and of all ancillary agreements with the name of the proposed assignee or sublessee subtenant, financial statements, and a copy of any additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease instrument, at least ninety (90) days in advance sublease. The notice shall give the name and current address of the date on which Tenant desires proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to make such 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 thirty ten (3010) days following receipt of such notice the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or 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 further obligations arising thereafter hereunder as to such space. Any rent or other payments otherwise due Tenant as a result of assignment or subletting of all or any portion space if the sublease is for the remainder of the Leased Premises in excess of the rent due Landlord by Lease term, (ii) to permit Tenant on to assign or sublet such space hereunder to the named assignee/subtenant on the terms and conditions set forth in the notice, or (iii) to refuse consent, which refusal shall be payable as 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 such proceeds to set forth Landlord's reasons therefore. If Landlord should fail to notify Tenant in writing of such election within said thirty ten (3010) day period, Landlord shall be deemed to have elected option (iiii) above. No 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 subletting by 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 in form reasonably satisfactory to Landlord; (iv) Tenant shall relieve Tenant reimburse Landlord on demand for any 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 obligation under this Lease Agreementrequested consent, not to exceed $1,000 in the aggregate. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy 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. Xxxxxxxx's prior consent shall not be required for any assignment, sublease or other transfer of Tenant's interest in 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 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 a transfer of any amount of Tenant's stock shall not constitute an assignment of the Lease.

Assignment or Sublease. In the event Tenant shall Lessee should desire to assign this Lease Agreement lease or sublet the Leased Premises or any part thereof, Tenant shall Lessee agrees to give Landlord Lessor written notice of such desire, along with the name of desire (and the proposed assignee or sublessee and a copy of the proposed assignment or sublease instrument, effective date thereof) at least ninety THIRTY (9030) days in advance of the date on which Tenant Lessee desires to make such assignment or sublease. Landlord Lessor shall then have a period of thirty FIFTEEN (3015) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (i) to permit Tenant to assign or 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 lease as to the space so affected as of the date so specified by Tenant Lessee in which event Tenant Lessee will be relieved of all obligations arising thereafter further obligation hereunder as to such space. Any rent , or other payments otherwise due Tenant (ii) to permit Lessee to assign this lease or sublet such space, subject, however, to written approval of the proposed assignee or sublessee by Lessor, 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 subletting 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 all or any portion months in the term of the Leased Premises in excess 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 rent due Landlord extent such profit is deferred, be payable to Lessor by Tenant on Assignee or Sublessee as it accrues, or (iii) to refuse to consent to Lessee's assignment of this lease or sublease of such space hereunder shall be payable and to continue this lease in full force and effect as 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 such proceeds to Landlordthe entire Premises. If Landlord Lessor should fail to notify Tenant Lessee in writing of such election within said thirty the stated FIFTEEN (3015) day period, Landlord Lessor shall be deemed to have elected option (iiii) above. No consent by Lessor to any assignment or subletting sublease shall be deemed to be consent to a use not permitted under this lease, to any act in violation of this lease, or to any other or subsequent assignment or sublease, and no assignment or sublease by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease Agreementlease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the sublease or assignmentterms and covenants of Section 18 shall be void. 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, OR 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, LESSOR WILL NOT UNREASONABLY WITHHOLD OR DELAY SUCH CONSENT. SUBLESSEE'S AND PINNACLE.WPD ASSIGNEES SHALL HAVE ACCESS TO USE LESSEE'S DIRECTORY BOARD STRIPS, LESSEE'S CONTRACT PARKING SPACES (AS ALLOTTED) AND AN ADDITIONAL MAILBOX AT AN ADDITIONAL COST, IF AVAILABLE.

Assignment or Sublease. In the event Tenant shall desire to assign this Lease Agreement or not sublet the Leased Premises whole or any part thereofof the Premises, Tenant nor shall give this Lease or any interest thereunder be assignable or transferable by operation of law or by any process or proceeding of any court or otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheld. In determining whether to consent to a proposed assignment or subletting, Landlord written notice of such desiremay consider any commercially reasonable basis for approving or disapproving the proposed subletting or assignment, along with including without limitation (i) the name 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 a copy 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 instrumentwithout Landlord's prior written consent shall, at least ninety (90) days Landlord's option, be void. Each assignment shall be by an instrument in advance writing 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 or sublease from becoming effective. If Tenant assigns its interest in this Lease or sublets the date on which Premises, Tenant desires shall pay to make Landlord any and all consideration received by Tenant for such assignment or sublease. Landlord Tenant shall then have a period of thirty also pay all reasonable out-of-pocket attorneys' fees (30based on actual time spent and normal hourly rates) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made and other costs incurred by Landlord without regard to any commercially reasonable standard)in connection with Landlord's consideration of Tenant's request for approval of assignments or subleases, 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentincluding assignments for security purposes.

Assignment or Sublease. (a) In the event Tenant assigns this Lease or sublets the Leased Premises or any part thereof to a Tenant Affiliate, then Tenant shall desire 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 Agreement or sublet the Leased Premises or any part thereofthereof to a person or entity other than a Tenant Affiliate, then Tenant shall give Landlord written notice of such desireintent. (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), along 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 copy 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 this 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 instrumentsublease, at least ninety or (90ii) days in advance 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 date on which Tenant desires to make such proposed assignment or sublease. Landlord shall then have a period of thirty . (304) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign Any other assignment or sublease such space without the consent of Landlord (which refusal may be made by Landlord without regard to any commercially reasonable standard), or withheld in Landlord’s sole and absolute discretion) shall be prohibited. (iiic) 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 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 a result of 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 of the sublessee, or the sub-subletting of all or any portion of the Leased Premises in excess covered by the sublease without the prior written consent of the rent due Landlord by Landlord, which consent shall not be unreasonably withheld; (iv) no assignment or sublease shall affect the continuing primary liability of Tenant on such space hereunder (which, following assignment or sublease, shall be payable joint and several with the assignee or subtenant, as 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 such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day periodthe case may be; however, Landlord shall have no obligation to name 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. 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 sublease or assignment shall so provide. In the event of a default by Tenant under the Lease, Landlord may collect rent and other charges from the subtenant or assignee and apply the net amount collected to the rent and other charges due under the Lease, but no such collection shall be deemed to have elected option a waiver of the provisions of Section 4.05, or the acceptance of the subtenant or assignee, as a tenant, or a release of Tenant from its direct and primary liability for the performance of all of Tenant’s obligations under the Lease. (if) above. No assignment or subletting sublease by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. 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 Landlord hereunder 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 subject referred to receipt by in Section 4.05(b) above), Tenant shall again be obligated to notify Landlord of an executed copy 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 assignmenta portion of the Leased Premises in accordance with Section 4.05(b)(2) above.

Assignment or Sublease. In the event 12.1 Tenant shall desire to not, directly or indirectly, without the prior written consent of Landlord (which consent shall not be unreasonably withheld), assign this Lease Agreement or sublet any interest herein or sublease the Leased Premises or any part thereofthereof (except as provided in section 12.4), Tenant shall give Landlord written notice of such desire, along with or permit the name use or occupancy of the proposed assignee Premises by any person or sublessee and a copy entity other than Tenant. 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 proposed 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 instrumentwithout 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, at least ninety (90) days in advance Xxxxxx may complete the intended assignment or sublease, provided, however, that no assignment or sublease shall be valid and no assignee or subtenant shall take possession of the date on which Tenant desires to make Premises or any part thereof until an executed duplicate original of such assignment or sublease, in compliance with section 12.1, has been delivered to 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 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 rent by Landlord from any other person or entity shall not be deemed to be a waiver by 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 amount of Base Rent otherwise payable under section 3.1, then have a period of thirty (30) days following receipt Tenant shall not be liable to Landlord for payment of such notice within which to notify excess Base Rent. 12.4 Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or may 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 portion of the Leased Premises in excess to its Affiliates, and may sublease less than ten thousand (10,000) square feet of the rent due Landlord by Tenant on Office Building to any person or entity, without Landlord's prior-written consent so long as such space hereunder subtenant's proposed use of the Premises: (a) shall be payable 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 additional rent of the date of this Lease; and (c) is not for any illegal purpose. All provisions of this Article 12 applicable to Landlord by Tenant promptly upon receipt by Tenantsubletting, and Tenant hereby assigns all rights it might have or ever acquire in other than the requirement of obtaining Landlord's prior consent, shall apply to any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment12.

Assignment or Sublease. 22.1 In the event Tenant shall Lessee should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant Lessee shall give Landlord Lessor written notice of such desireintent, along with including the name and adclress of the proposed sublessee or assignee or sublessee and a copy of all information concerning the proposed assignment sublease or sublease instrumentassignment, at least ninety sixty (9060) days in advance of the date on which Tenant desires Lessee clesires to make such assignment sublease or subleaseassignment. Landlord Lessor shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant Lessee in writing that Landlord Lessor elects either (i) to permit Tenant to assign or 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 (iiia) to terminate this Lease Agreement as to the space so affected as of the date so specified by Tenant Lessee in which event Tenant Lessee will be relieved of all obligations arising thereafter further obligation hereunder as to such space. Any , or (b) to permit Lessee to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Lessor; provided, however, that if the rental rate agreed upon between Lessee and the sublessee is greater than the rental rate that Lessee must pay Lessor, 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 other payments otherwise due Tenant as a result of (c) to refuse to consent to Lessee's assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on subleasing such space hereunder shall be payable and to continue this Lease in full force and effect as 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 such proceeds to Landlordthe entire Leased Premises. If Landlord lessor should fail to notify Tenant Lessee in writing of such election within said such thirty (30) day period, Landlord Lessor shall be deemed to have elected option (ic) 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 or subletting by Tenant Lessee shall relieve Tenant Lessee of any obligation under this Lease AgreementLease. Any consent of Landlord hereunder is subject to receipt attempted assignment or sublease by Landlord of an executed copy Lessee in violation of the terms and covenants of this Article 22.1 shall be void. Any and all consideration paid to Lessee in connection with any sublease or assignmentassignment shall be for Lessor's account and shall be paid over to Lessor by Lessee upon Lessee's receipt thereof.

Assignment or Sublease. In Landlord shall have the event 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 desire not assign this lease or sublet all or any part of the Leased Premises with out the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall have the right to assign this Lease Agreement or sublet without the Leased Premises or any part thereof, Tenant shall give prior written consent of the Landlord written notice of such desire, along with the name of if the proposed assignee or sublessee is, and a copy continues to be, an Affiliate of the proposed assignment Tenant, or sublease instrument, at least ninety (90) days in advance is an entity resulting from the merger or consolidation of the date on which Tenant desires to make with or into such assignment or subleaseentity. Landlord shall then have the option, upon receipt from Tenant of a period written request for Landlord's consent to subletting or assignment, 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 assign. The option of Landlord to cancel the Lease, as provided for above, shall be exercised, if at all, within fifteen (15) days following Landlord's receipt of such written notice, by delivering written notice within which of Landlord's intention to notify exercise the option to so cancel this Lease. In the event Tenant in writing that seeks the consent of Landlord elects either (i) to permit Tenant to assign an assignment or 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 subleasing of the date so specified by Leased Premises, Tenant shall furnish or cause to be furnished to Landlord such financial data, credit information, trade or business information and other information respecting the proposed assignee or sublessee as Landlord may reasonably request in which event form and content reasonably satisfactory to Landlord. Tenant shall ensure that parking space requirements for assignee or sublessee will be relieved in accordance with parking space allotment stated in Section 6 (c). In the event of all obligations arising thereafter as to such space. Any rent or other payments otherwise due Tenant as a result of 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 portion part of the Leased Premises are then assigned or sublet. Landlord, in excess addition to any other remedies provided by this lease or provided by law, may at its option, collect directly from the assignee or subtenant all rents becoming due to Tenant by reason of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Tenantassignment or sublease, and Tenant hereby assigns Landlord shall have a security interest in all rights it might have or ever acquire in any such proceeds properties on the Leased Premises to Landlord. If Landlord should fail to notify Tenant in writing secure payment of such election within said thirty (30) day period, sums. Any collection directly by Landlord from the assignee or subtenant shall not be deemed construed to have elected option (i) above. No assignment constitute a novation or subletting by a release of Tenant shall relieve Tenant from the further performance of any obligation its obligations under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.lease,

Assignment or Sublease. In the event 11.1 Tenant shall desire to not, directly or indirectly, without the prior written consent of Landlord (which consent shall not be unreasonably withheld), assign this Lease Agreement or sublet any interest herein or sublease the Leased 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 withheld or delayed, 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, 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 written notice of such desire, along with any additional information concerning the name of the proposed intended assignee or sublessee subtenant (including complete financial statements and a copy of business history) or the proposed intended assignment or sublease instrument, at least ninety (90including 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 advance 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 Tenant desires to make such the intended assignment or sublease. sublease would have been effective if 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 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 had not exercised 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordtermination right. If Landlord should fail does not exercise any of the rights set forth in the preceding sentence by giving written notice to notify Tenant in writing of such election within said thirty fifteen (3015) day perioddays, Landlord shall be deemed to have elected option (i) above. No consent in writing to the intended assignment or subletting by 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 relieve 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 of any each shall have nor further obligation to the other under this Lease Agreement. Any 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 of Landlord hereunder is in writing in accordance with paragraph 11.2), Tenant may complete the intended assignment or sublease subject to receipt the following covenants: (a) the assignment or sublease shall be on the same terms as set forth in the written notice given by Landlord Tenant to Landlord, (b) no assignment or sublease shall be valid and no assignee or subtenant shall take possession of the Premises or any part thereof until an executed copy duplicate original of the sublease assignment or assignment.sublease, in compliance with paragraph 11.1 hereof, has been delivered to Landlord, (c) no assignee or subtenant shall

Assignment or Sublease. In the event Tenant shall desire to not assign or encumber its interest in this Lease Agreement or sublet the Leased Premises or sublease all or any part thereofof the Premises or allow any other person or entity (except Tenant's authorized representatives, Tenant employees, invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent which Landlord shall give not unreasonably withhold. Landlord written notice of such desire, along with shall be deemed reasonable in withholding its consent if it determines in its sole discretion that: (i) the name financial net worth of the proposed assignee or sublessee and a copy of the proposed assignment is not equal to or sublease instrument, at least ninety (90) days in advance greater than Tenant's financial net worth as of the date on which Tenant desires to make such 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. 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 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 standardNOTE: PREVIOUSLY TYPED LANGUAGE DELETED), or ; (iii) to terminate 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 Agreement or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of Hazardous Materials (as to defined in Exhibit H attached hereto) in, on or about the space so affected as Premises, the Common Areas or any other portion of the date so specified by Tenant Project; or if (v) the proposed rent for the proposed assignee is less than the Rent then in which event Tenant will effect under the Lease; or (vi) the proposed assignee or sublessee is a tenant in the Project or has negotiated to be relieved of all obligations arising thereafter as to such spacea 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 rent assignment, encumbrance or other payments otherwise due Tenant as sublease without Landlord's written consent shall be voidable and at Landlord's election, shall constitute a result of 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 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 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, 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 any portion sublease of this Lease, three-quarters (3/4) of all sums and other consideration payable to or for the benefit of the Leased Premises Tenant from its assignee or subtenant in excess of the rent due Landlord payable by Tenant on to Landlord under this Lease, or in the case of a sublease, in excess of the rent fairly allocable to such space hereunder 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 payable as 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 such proceeds paid to Landlord, as and when such sums are due and payable. If Tenant requests Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed consent to have elected option (i) above. No a proposed assignment or subletting Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable attorneys' fees incurred in connection with such request, whichever is greater. (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 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 constitute a default by Tenant and Landlord shall relieve Tenant of any obligation under have the right to elect to terminate this Lease, in which case this Lease Agreement. Any consent shall not be treated as a asset of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentTenant.

Assignment or Sublease. In the event (a) Tenant shall desire to assign not voluntarily or by operation of law assign, transfer or encumber (collectively "Assign") or sublet all or any part of Tenant's interest in this Lease Agreement or in the Leased Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, given under and subject to the terms of this SECTION 5.06. Notwithstanding the foregoing, the Tenant may, upon written notice to the Landlord, in whole or in part, sublet the Leased Premises, or Assign this Lease to an affiliate, parent or subsidiary of the Tenant which retains at least a fifty percent (50%) interest in the Tenant, so long as Tenant shall remain responsible in case of default, and, provided, further, no such permittedsubletting or assignment shall relieve the Tenant of liability under this Lease. An assignment of this Lease to an entity arising as a result of merger, acquisition or consolidation shall be also permitted without the consent of Landlord (but with written notice to the Landlord) as long as the entity's financial condition is at least equivalent to the greater of (i) the financial condition of Tenant as of the date of this Lease, or (ii) the financial condition of Tenant as of the date of the proposed merger, acquisition or consolidation. (b) Except as permitted in SECTION 5.06(a), 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 desire, along with intent. Tenant's notice shall specify the name date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Landlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee subtenant, including, without limitation, its name, business and a copy financial condition, financial details of the proposed assignment or sublease instrumenttransfer, at least ninety the intended use (90including any modification) days in advance of the date on which Leased Premises, and exact copies of all of the proposed agreements between Tenant desires and the proposed assignees or subtenants. If requested by Landlord within ten (10) business days after receipt of Tenant's notice, Tenant shall promptly provide Landlord with (i) such other or additional information or documents reasonably requested by Xxxxxxxx, and (ii) an opportunity to make such assignment meet and interview the proposed assignees or sublease. subtenants. (c) Landlord shall then have a period of thirty ten (3010) days following such interview and receipt of such additional information (or twenty (20) 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 permit Tenant to assign or 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 effective date so specified by Tenant Tenant, in which event Tenant will be relieved of all further obligations arising thereafter hereunder as to such space. Any rent , or other payments otherwise due (ii) to permit Tenant as a result of assignment to Assign this Lease or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on sublet such space hereunder shall be payable as additional rent to Landlord by the proposed assignee or sublessee; or (iii) to not permit Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have to Assign this Lease or ever acquire in any sublet such proceeds space to Landlordthe proposed assignee or sublessee. If Landlord should fail fails to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option approved the proposed assignee or sublessee. 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, Tenant shall pay Landlord a processing fee of $250.00 and shall reimburse Landlord for Landlord's reasonable attorneys' fees (not to exceed $2,000.00) incurred in connection therewith. 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) abovethe 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.), (iii) any advertising costs and brokerage commissions associated with such assignment or sublease, and (iv) any reasonable legal fees 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 receive, for the account of Tenant, Tenant's share of such excess rent and Landlord shall credit Xxxxxx's share of such excess rent toward any amounts owed by Tenant to Landlord. (f) In any subletting undertaken by Tenant, Tenant shall use commercially reasonable efforts to obtain not less than fair market sublease rent for the space to sublet. No In any assignment of this Lease in whole or in part, Tenant shall use commercially reasonable efforts to obtain from the assignee consideration reflecting a value of not less than fair market assignment 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 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) Except to the extent the parties otherwise agree in writing, no assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease AgreementLease. 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 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 within this SECTION 5.06, Landlord acknowledges that, although Tenant anticipates that its space needs will encompass the total of the Leased Premises at some point in the near future, a portion of the space which Xxxxxx is currently accepting and leasing may be initially determined to be in excess of Tenant's current short term space planning needs. As a result, should Tenant submit a request to Landlord for Landlord's consent to Xxxxxx's sublease of Landlord hereunder is a portion of the Leased Premises at any time during the first thirty (30) months of the Term and such sublease along with all other current subleases and assignments, in the aggregate, do not exceed 25,440 rentable square feet, such request shall not be subject to receipt by Landlord Landlord's right of an executed copy of the sublease or assignmentrecapture pursuant to SECTION 5.06(c) above.

Assignment or Sublease. In the event Tenant shall desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof(a) Except in connection with a Permitted Transfer, Tenant shall give not, without the Landlord’s prior written consent, not to be unreasonably withheld, conditioned, or delayed, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) any of its rights in, to, or under this Lease; or (ii) allow any lien to be placed upon Tenant’s interest 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 Landlord’s prior written consent shall be void and of no force or effect. (b) With respect to any proposed Transfer, but subject to Tenant’s right to complete a Permitted Transfer without Landlord written notice of such desireapproval, along with the name of the proposed assignee or sublessee and Tenant shall submit to Landlord a copy of the proposed assignment or sublease instrumentother documents evidencing such Transfer, at least ninety (90) days in advance and such additional information concerning the business, reputation and creditworthiness of the date on which Tenant desires proposed assignee as shall be sufficient to make such 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 or sublease. to the contrary, unless this Lease is expressly terminated by Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that or Tenant is expressly released from liability by Landlord elects either by written release, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this Lease as a result of any Transfer, and Tenant shall remain fully liable hereunder. (d) Notwithstanding any provision contained herein to the contrary, Tenant shall have the right to (i) to permit Tenant to mortgage or otherwise collaterally assign all or sublet such spaceany part of its leasehold estate hereunder as security for a loan, (ii) to refuse such request to assign or sublease such space its entire interest under this Lease (which refusal may be made by Landlord without regard x) to any commercially reasonable standard)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 transfer, (z) to any entity purchasing all or substantially all of the assets of Tenant, and/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 sublet a result of assignment or subletting of all or any portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds 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 (iii) herein referred to as a “Permitted Transfer”). If Landlord should fail to notify Tenant in writing of In connection with such election within said thirty (30) day periodmortgage or collateral assignment, Landlord shall be deemed will cooperate with reasonable requests of Tenant or Tenant’s lender for Landlord to have elected option (i) aboveexecute 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. No assignment In addition, the sale or subletting by transfer of ownership interests in the Tenant shall relieve not be considered a “Transfer”. Notwithstanding the foregoing to the contrary, in no event shall Tenant be permitted to use a series of any obligation under this one or more transfers permitted hereunder solely for the purpose of “spinning off” the Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignmentindependent third party that would not otherwise be a permitted transferee without Landlord’s prior approval hereunder.

Assignment or Sublease. In the event Tenant shall desire to not assign this Lease Agreement or sublet the Leased Premises or any part thereofof the Premises (each, a “Transfer” and any assignee or sublessee, a “Transferee”) without Landlord’s prior written consent which shall not be unreasonably withheld, conditioned or delayed. To assist Landlord in determining whether to consent to a Transfer, Tenant shall give Landlord written notice of such desiresubmit the following to Landlord, along with 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 assignee or sublessee Transfer; (iv) current financial statements and a copy the most recent filed federal income tax return of the proposed assignment or sublease instrument, at least ninety Transferee; and (90v) days in advance the proposed Transfer documents. No Transfer shall affect the liability of Tenant under this Lease and Tenant and any Transferee shall be liable to Landlord for performance of Tenant’s obligations under this Lease. Consent to any Transfer shall not operate as a waiver of the date on which Tenant desires necessity of a consent to make such assignment or subleaseany subsequent Transfer. Landlord shall then have be acting reasonably in denying consent to a period Transfer if Landlord determines (a) the use and occupancy of thirty the Premises by the proposed Transferee would degrade the operation and maintenance of a first-class office building; (30b) days following receipt the proposed Transfer will conflict with any other Building lease; (c) intentionally omitted; (d) the proposed Transferee is an existing tenant of such notice within which the Building actively or in the prior three months engaged in negotiations with Landlord to notify Tenant lease additional or relocation space in writing that Landlord elects either the Building; (ie) the use and occupancy of the Premises by the proposed Transferee will unreasonably increase the traffic to permit Tenant to assign or 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)the Building, or (iii) to terminate this Lease Agreement as to occupancy levels within 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by Building beyond Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation ’s maximum density allowed under this Lease Agreement. Any consent of Landlord hereunder or a typical office tenant, whichever is subject to receipt by Landlord of an executed copy greater; or (f) the use and occupancy of the sublease or assignmentPremises by the proposed Transferee may increase the risk of environmental contamination of the Project due to Hazardous Material to be brought upon the Project.

Assignment or Sublease. A. Consent by Landlord: Except as specifically provided in Section 18.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, 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 in this Lease or the Premises (all of the foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant shall desire desires to assign this Lease Agreement or sublet the Leased Premises or any part thereofeffectuate a Transfer, Tenant shall give deliver to Landlord written notice (i) executed counterparts of such desire, along any agreement and of all ancillary agreements with the name proposed transferee, (ii) current financial statements of the transferee covering the preceding three (3) years if available, (iii) the nature of the proposed assignee or sublessee and transferee’s business to be carried on in the Premises, (iv) a copy 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 assignment or sublease instrumenttransferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, at least ninety (90) days in advance of Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the date on which Tenant desires to make such assignment or subleaseproposed Transfer. Landlord shall then have a fifteen (15) day period of thirty (30) days following receipt of such notice all the foregoing within which to notify Tenant in writing that Landlord elects either 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 assign or sublet such space, (ii) to refuse such request to assign or sublease Transfer such space (which refusal may be made by Landlord without regard to any commercially reasonable standard), the named transferee on the terms and conditions set forth in the notice; 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 portion of the Leased Premises in excess of the rent due Landlord by Tenant on such space hereunder shall be payable as 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 such proceeds to Landlordrefuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) the 15-day periodperiod 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. No In the event Landlord does not elect option (i) above, Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, 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, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than two (2) subtenants or 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 incurred by Landlord in connection with 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 subletting 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 hypothecation 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 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 Section 18.E below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a 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 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 Transfer. Tenant acknowledges and agrees that the provision of this Section 18 are not unreasonable standards or conditions for purposes of Section 1951.4 of the 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 any rent or other economic consideration (not including stock, 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 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 such Subsequent Transferor, shall relieve be paid by Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord of an executed copy of the sublease or assignment.Landlord

Assignment or Sublease. In 8.1 Except for an assignment or sublease to an affiliate, subsidiary or parent of Lessee, which shall not require the event Tenant consent of the Lessor, the Lessee shall desire to not assign this Lease Agreement or any interest therein or any property on the Leased Premises, nor sublet the Leased Premises or any part thereofthereof or any property thereon, Tenant nor grant any interest, privilege, or license whatsoever in connection with this Lease without the prior written consent of the Lessor. Such consent shall give Landlord not be unreasonably withheld or delayed. Any assignment or sublease under this Section shall be subject to the provisions of Sections 8.2, 8.3, 8.4, and 8.5. Notwithstanding the above, any assignment or sublease to an affiliate, subsidiary, or parent of Lessee shall only take place after written notice of such desire, along with assignment or sublease is provided to the name Lessor. 8.2 Any assignment or sublease granted by the Lessee shall be subject to all of the proposed terms and conditions of this Lease and shall terminate immediately upon the expiration or any earlier termination of this Lease, without any liability on the part of the Lessor to the Lessee or any assignee or sublessee and sub-lessee. Under any assignment or sublease made, with or without consent, the assignee or sub- lessee shall be deemed to have 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, in writing, to release the Lessee from such obligations, which consent may be withheld in the Lessor’s reasonable discretion 8.3 Consent to any license, sublease, or assignment shall not be taken or construed to diminish or enlarge any of the rights or obligations of either of the parties under the Lease. Consent or rejection of any proposed license, sublease 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. If the Lessor does not reject, via 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. Upon any permitted 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 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 portion of the Leased Premises in excess Premises, Lessee shall furnish a copy of the rent due Landlord by Tenant on such space hereunder shall be payable as additional rent same to Landlord by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have Lessor. 8.4 Any agreement of sublease or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty assignment must expressly provide that (301) day period, Landlord shall be deemed to have elected option (i) above. No the sublease or assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by Landlord all of an executed 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 and responsibilities under the Operating Agreement identified in Section 4 of the Lease (Exhibit “C”); and (4) in case of any conflict between the Lease and any agreement of sublease or assignment, the Lease will control. 8.5 A copy of the Lease and the Operating Agreement must be attached to any license or agreement of sublease or assignment.

Assignment or Sublease. In the event Tenant shall desire to assign this Lease Agreement or Lessee may 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 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 portion of the Leased Premises or assign its interest in 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 subsequent assignment or subletting. Any assignment or subletting without the prior written consent of Lessor shall be void and shall, at the option of Lessor, terminate this Lease. 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 rent Base Rent then due Landlord and payable by Tenant on such space hereunder shall be payable as additional rent to Landlord by Tenant promptly upon receipt by TenantLessee under this Lease, the cost of Lessee's maintenance and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation repair obligations under this Lease Agreementand the costs and expenses incurred by Lessee to assign or sublease the Premises shall be delivered to Lessor. Any consent of Landlord hereunder is subject to receipt by Landlord of If Lessor does not hold an executed copy interest in any portion of the security delivered to Lessor under Section 1.9 above due to Lessee's satisfaction of the conditions set forth 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 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, 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 assign or assignmentsublease the Premises shall be delivered to Lessor.