Common use of Assignment or Sublease Clause in Contracts

Assignment or Sublease. a. Tenant shall 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 without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or 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 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 Sublease, 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 transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests invitees or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s 's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s 's prior written consent shall be voidable and at Landlord’s '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 without Landlord’s 's prior written consent to: (i) a successor corporation related to Tenant by merger consolidation or non-bankruptcy reorganization, provided that the surviving Corporation in connection with any such assignment shall have a minimum net worth as of the event date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a reorganization controlling percentage of the capital stock of Tenant through if (1) such sale or transfer occurs in direct connection with any bona fide financing for the sale benefit of all Tenant or (2) at such time Tenant becomes a portion of Tenant’s Capital Stock by Initial Public Offering publicly traded corporation (such event a transferee described in (i), (ii) or (iii) shall be referred to as a transfer to a “"Permitted Transferee”"). In connection with any assignmentassignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord’s 's reasonable discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "Bonus Rent" and 75% of the Bonus Rent shall be promptly paid to Landlord or, as the case may be, 75% of any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent" in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease. all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. 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 following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes 1 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. c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord's consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this (P) 19.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s 's consent, which consent shall not be unreasonably withheld. RIDER NO. 31 Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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 or to a third party 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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 50% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. RIDER NO. 32 The preceding two sentences shall not apply to corporations the stock of which is traded through an exchange or over the counter. RIDER NO. 33 All rent received by Tenant is from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease (allocated on a corporationsquare footage basis in cases of partial subleasing) shall be paid to Landlord, and any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorneys' fees incurred in connection with such request, whichever is greater. 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 provide to Landlord copies 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this the Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant’s 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent Landlord shall not be unreasonably withheldwithhold. Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 17 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant is from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorneys' fees incurred in connection with such transfer shall provide to Landlord copies 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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, of (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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests invitees or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s 's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s 's prior written consent shall be voidable and at Landlord’s '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 without Landlord’s 's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non- bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the event date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of at least fifty percent (50%) of Tenant's capital stock or substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a reorganization of Tenant through the sale of all or a portion of Tenant’s Capital Stock 's capital stock by Initial Public Offering (such an event described in (i), (ii), or (iii) above 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 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 Sublease, 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 transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease.

Assignment or Sublease. a. Tenant shall 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 a successor by merger or acquisition which is continuing Tenant’s use, Tenant's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheldwithheld for tenants meeting Landlord’s then existing standards 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 prior 's written consent shall be voidable and at Landlord’s '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%) 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. This Section 19 shall not apply to 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 payable by Tenant to Landlord under this Lease shall be paid to Landlord (provided that Tenant may amortize the costs of leasing commissions and improvements made for the new tenant over the term of the assignment or sublease in equal monthly installments without interest, and such amortization may be deducted from the excess rent otherwise due Landlord), or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. In lieu of granting consent to any proposed Transfer for which Tenant is required to obtain Landlord’s consent, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the sentence immediately aboveforegoing, Xxxxxxxx’s recapture right 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 area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant is requests Xxxxxxxx to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorney's fees incurred in connection with such request, whichever is greater. 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 provide to Landlord copies 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent's consent which Landlord may withhold or condition in its sole discretion, provided only that Landlord's consent shall not be withheld for an assignment or sublease in connection with a merger or acquisition where the surviving entity has a net worth immediately after the merger or acquisition equal to or greater than that of Tenant immediately prior to the merger or acquisition and the surviving entity will be carrying on the same business as Tenant was engaged in or is carrying on a business compatible with the other businesses in the Project and approved by Landlord, which consent approval shall not be unreasonably withheld. 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 prior 's written consent shall be voidable and at Landlord’s '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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment, provided that Xxxxxxxx's consent shall not be required for any public offering of securities. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant is from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Xxxxxxxx to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorney's fees incurred in connection with such request, whichever is greater. 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 provide to Landlord copies be considered an involuntary assignment: (a) if Tenant is 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s 's consent, which consent shall not be unreasonably withheld. RIDER NO. 31 Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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 or to a third party 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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 50% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. RIDER NO. 32 The preceding two sentences shall not apply to corporations the stock of which is traded through an exchange or over the counter. RIDER NO. 33 All rent received by Tenant is from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease (allocated on a corporationsquare footage basis in cases of partial subleasing) shall be paid to Landlord, and any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord to xxxxxxx to a proposed assignment or subletting, Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorneys' fees incurred in connection with such request, whichever is greater. 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 provide to Landlord copies 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheldwithheld for tenants meeting Landlord's 22. then-existing standards 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 prior 's written consent shall be voidable and at Landlord’s '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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an exchange or over the counter. Seventy-five (75%) of all rent received by Tenant is from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease after deducting therefrom brokers' commissions, reasonable attorneys' fees and costs for improving the Premises for such subtenants or assignee (said costs to be amortized, without interest, over the term of the sublease or remaining term of the Lease, as applicable), shall be paid to Landlord. If Tenant requests Xxxxxxxx to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or a portion of Tenant’s Capital Stock by Initial Public Offering (such event shall be referred Landlord's reasonable attorney's fees, not to as a transfer to a “Permitted Transferee”). In connection with any assignmentexceed $ 1,000, Landlord shall be entitled to require an increase in the 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 Sublease, 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 incurred in connection with such request, whichever is greater. 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 provide to Landlord copies be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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 Xxxxxx is a party, a receiver is appointed with authority to take possession of the Premises. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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. Notwithstanding anything to the contrary contained in this Lease, provided that the net worth of the succeeding entity is not less than 75% of the net worth of Tenant, Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord's consent, to any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reorganization of, or consolidation with Tenant; to any entity engaged in a joint venture with Tenant; or to any entity which acquires substantially all of the stock or assets of Tenant, as a going concern, with respect to the business that is being conducted in the Premises (hereinafter each a "Permitted 23. Transfer"). In addition, a sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Tenant, or (2) Tenant is or becomes a publicly traded corporation. Landlord shall have no right to terminate the Lease in connection with, and shall have no right to any sums or other economic consideration resulting from any Permitted Transfer.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests invitees or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s 's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s 's prior written consent shall be voidable and at Landlord’s '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 All Rent received by Tenant from its subtenants in excess of the sentence Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to $1,000.00 per request. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately aboveand irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectible pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease provided, however, that Landlord shall have no right to collect such rent and other revenues until the occurrence of an act of default under this Lease. 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 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 corporationpartnership 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 be entitled constitute a default by Tenant and Landlord shall have the right to assign elect to terminate this Lease, in which case this Lease without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or a portion shall not be treated as an asset of Tenant’s Capital Stock by Initial Public Offering (such event shall be referred . c. Landlord may at its option, elect to as a transfer terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to a “Permitted Transferee”). In connection with any assignmentterminate this Lease, Landlord shall be entitled to require an increase in the 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 Sublease, 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 all of the Sublease. Tenant obligations of the parties thereunder shall give Landlord at least terminate on the later of sixty (60) days prior written following Landlord's notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease.election hereunder,

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s 's election, shall constitute a default. If Tenant is a partnership, 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 or 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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 18 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant is from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorneys' fees incurred in connection with such request, whichever is greater. Any transfer of a controlling percentage of capital stock to merger, consolidation or reorganization with any affiliated entity, family member or person having interest in Tenant shall provide to Landlord copies not be deemed an assignment or subletting hereunder. (a) If Tenant is or becomes bankruptcy 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 documents partner or the partnership or other information as Landlord may reasonably requestperson or entity is or becomes bankrupt or insolvent or makes an assignment for the benefit of creditors; or (b) ____ a writ of attachment or execution ________ on this Lease; or (c) If in any proceeding or action ____ which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant and Landlord shall have the right to elect to terminate this Lease, in which case the Lease shall not be treated as an asset of Tenant.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests invitees or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s 's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s 's prior written consent shall be voidable and at Landlord’s '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 All Rent received by Tenant from its subtenants in excess of the sentence Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to $1,000.00 per request. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately aboveand irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease provided, however, that Landlord shall have no right to collect such rent and other revenues until the occurrence of an act of default under this Lease. 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 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 corporationpartnership 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 be entitled constitute a default by Tenant and Landlord shall have the right to assign elect to terminate this Lease, in which case this Lease without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or a portion shall not be treated as an asset of Tenant’s Capital Stock by Initial Public Offering (such event shall be referred . c. Landlord may at its option, elect to as a transfer terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to a “Permitted Transferee”). In connection with any assignmentterminate this Lease, Landlord shall be entitled to require an increase in the 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 Sublease, 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 all of the Sublease. Tenant obligations of the parties thereunder shall give Landlord at least terminate on the later of sixty (60) days prior written following Landlord's notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease.election hereunder,

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheld, conditioned or delayed for tenant's meeting the then project standard 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 prior 's written consent shall be voidable and at Landlord’s '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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant is a corporation, from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease shall be entitled paid to assign Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or a portion of Tenant’s Capital Stock by Initial Public Offering (such event shall be referred paid to as a transfer Landlord. If Xxxxxx requests Xxxxxxxx to consent to a “Permitted Transferee”). In connection with any assignment, Landlord shall be entitled to require an increase in the 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 Sublease, 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 Subleaseproposed assignment or subletting. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer pay to a Permitted Transferee and 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. 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 provide to Landlord copies 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 18 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant is from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Xxxxxxxx to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written . whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorneys' fees incurred in connection with such transfer shall provide to Landlord copies 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 if Tenant is a partnership or consists of more than one person or entity, if any documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 invitees or a Permitted Transfereeguests) 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 without Landlord’s prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the event date of a reorganization the assignment at least equal to that of Tenant through immediately prior to completion of the sale subject merger, consolidation or reorganization, (ii) a purchaser of substantially all or a portion of Tenant’s Capital Stock by Initial Public Offering assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such event sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant, or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iii) shall be referred to as a transfer to a “Permitted Transferee”). In connection with any assignmentassignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord’s reasonable discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, Tenant Improvements made at request of subtenants and attorneys’ fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed “Bonus Rent” and 75% of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, 75% of any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed “Bonus Rent” in the event of a Permitted Transfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord’s reasonable attorneys’ fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord’s determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant’s obligations under the Lease, all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant’s obligations under the Lease. c. Notwithstanding any other provision of this Lease to the contrary, in any event where Landlord’s consent is required for (i) assignment or (ii) sublease of more than 50% of the Premises, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord’s notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord’s election under this ¶19.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.

Assignment or Sublease. a. Tenant shall not assign assign, mortgage, encumber or encumber otherwise transfer this Lease nor sublet the whole or any part of 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, subtenant, or other transferee (i) is not consistent with the maintenance and operation of a first-class office building due to the nature of the proposed occupant's business or manner of conducting business or its experience or reputation in the community, or (ii) is likely to cause disturbance to the normal use and occupancy of the Building; (2) Landlord may withhold in its absolute and sole discretion consent to any mortgage, hypothecation, pledge, or other encumbrance of any interest in this Lease or the Premises or sublease all by Tenant or any part subtenant; (3) Landlord may withhold its consent to the extent it deems necessary to comply with any restriction on use of the Premises or allow any other person or entity (except Tenant’s authorized representativesPremises, 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 partnerBuilding, or the dissolution Land contained in any lease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any of the partnership, shall be deemed a voluntary assignmentsuch property is subject. If Tenant consists of more than one person, a purported No such 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 subletting 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 without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or 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 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 Sublease, 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 transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. 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. a. Tenant shall 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 's authorized representatives, employees, invitees, guests invitees or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 19 shall not apply to corporation the stock of which is traded through an exchange or over the counter. All rent received by Tenant is from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorneys fees incurred in connection with such request, whichever is greater. 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 provide 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 the 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 if in any proceeding or action to Landlord copies which Tenant is a party, a receiver is appointed with authority to take possession of any documents or other information as Landlord may reasonably requestthe Premises. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent Landlord may withhold or condition in its sole discretion. No assignment or sublease shall not be unreasonably withheldrelease Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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%) 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. This Section 19 shall not apply to 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 payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. In lieu of granting consent to any proposed Transfer for which Txxxxx is required to obtain Landlord's consent, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the sentence immediately aboveforegoing, Lxxxxxxx's recapture right 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 area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant is requests Lxxxxxxx to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorney's fees incurred in connection with such request, whichever is greater. 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 provide to Landlord copies 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests invitees or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s 's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s 's prior written consent shall be voidable and at Landlord’s '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 Rent received by Tenant from its subtenants in excess of the sentence Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately aboveand irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. 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 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 corporationpartnership 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 be entitled constitute a default by Tenant and Landlord shall have the right to assign elect to terminate this Lease, in which case this Lease without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or a portion shall not be treated as an asset of Tenant’s Capital Stock by Initial Public Offering (such event shall be referred . c. Landlord may at its option, elect to as a transfer terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to a “Permitted Transferee”). In connection with any assignmentterminate this Lease, Landlord shall be entitled to require an increase in the 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 Sublease, 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 all of the Sublease. Tenant obligations of the parties thereunder shall give Landlord at least terminate on the later of sixty (60) days prior written following Landlord's notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any its election hereunder, or the effective date of its obligations pursuant to the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this Leasepar19.

Assignment or Sublease. a. Tenant shall not assign not, without written consent of Landlord, in each case, assign, transfer, mortgage, pledge or otherwise encumber its interest in or dispose of this Lease Lease, or sublet the Premises or sublease all Property, or any part of thereof, or permit the Premises Property to be occupied by other persons. Such consent may be withheld for any reason. If this Lease is assigned, or allow any other person or entity (except Tenant’s authorized representativesif the Property, employees, invitees, guests or a Permitted Transferee) to occupy or use all or any part of the Premises without first obtaining Landlord’s consentthereof, which consent shall not be unreasonably withheld. Any assignment, encumbrance subject 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 occupied 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 other person, a purported assignmentfirm, voluntary office 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 with or other reorganization without written permission 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 without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or 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 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 Sublease, 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 transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall it will not relieve Tenant of any obligations under the terms of this Lease and if sublet, assigned or occupied without the Landlord's permission, this Lease may, at the option of the Landlord, be terminated by a seven (7) day written notice. Notwithstanding the prohibition set forth above, Tenant shall have the right, without Landlord's consent, at any time during the Initial Term or Renewal Terms of this Lease, to assign or otherwise transfer this Lease and its obligations rights hereunder to (i) any entity controlling, controlled by, or under common control with Tenant, or (ii) any entity into or with which Tenant may be merged or consolidated or (iii) any entity which shall be a successor of Tenant or to any entity which has acquired or is acquiring ownership or control of the business and assets of Tenant at the Property. Notwithstanding the prohibition set forth above, Tenant shall have the right, without Landlord's consent, at any time during the Initial Term or Renewal Terms of this Lease, to sublet a portion of the Property to any entity controlling, controlled by, or under common control with Tenant. Unless expressly agreed to by Landlord, any assignment or sublet by Tenant pursuant to this paragraph shall not release Tenant from its obligations under this Lease.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests invitees or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s 's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s 's prior written consent shall be voidable and at Landlord’s '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 Subject to the last sentence of this Section 19.a, 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 without Landlord’s 's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the event date of a reorganization the assignment at least equal to that of Tenant through immediately prior to completion of the sale subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all or a portion of Tenant’s Capital Stock by Initial Public Offering 's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase (such event a transferee described in (i) or (ii) shall be referred to as a transfer to a “Permitted Transferee”"PERMITTED TRANSFEREE"). In connection with any assignmentNotwithstanding the foregoing, Landlord shall be entitled to require an increase in the Security Deposit to event that any assignment as described in the extent that such increase should be commercially reasonable sentence immediately above results in Landlord’s discretion given the financial condition of Tenant transferee having a net worth below the minimum requirements specified in (i) and the assignee following such event. In connection with any Sublease(ii) above, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessorrespectively, 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 not be required to obtain the prior written notice consent of any intended Landlord to such transfer to a Permitted Transferee Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the 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; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19. b. No interest of Tenant in this Lease shall be assignable by involuntary assignment (as hereinafter defined) 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 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.

Assignment or Sublease. a. Tenant shall 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 invitees or a Permitted Transfereeguests) 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 without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or 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 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 Sublease, 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 transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent's consent which Landlord may withhold or condition in its sole discretion, which provided only that (a) Landlord shall consent to a merger or combination and associated assignment or sublease for the same use where (i) the succeeding entity has a net worth equal to or greater than that of Tenant immediately prior to the assignment or sublease and (ii) Tenant's management team is a substantial part of the management team of the successor entity and (b) Landlord shall not be unreasonably withheldconsent to a sublease for the same use to a subtenant of equal or greater financial strength from Tenant. 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 prior 's written consent shall be voidable and at Landlord’s '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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant is from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Xxxxxxxx to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorney's fees incurred in connection with such request, whichever is greater, not to exceed $250 per transaction. 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 provide to Landlord copies 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve Tenant of any of its obligations pursuant constitute a default by Xxxxxx 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.

Assignment or Sublease. a. Tenant shall 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 Tenants authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, assignment encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s 's election, shall constitute a default. If It 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 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 percetage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 18 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant is from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Xxxxxxxx to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord whether or not consent is ultimately given, $100 or Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or 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 Security Deposit to the extent that such increase should be commercially 's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorneys' fees incurred in connection with such transfer shall provide to Landlord copies 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 if Tenant is a partnership or consists of more than one person or entity, if any documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests invitees or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s 's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s 's prior written consent shall be voidable and at Landlord’s '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 Seventy-five percent (75%) of all Rent received by Tenant from its subtenants in excess of the sentence Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased shall be paid to Landlord, or seventy-five percent (75%) of any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord less Tenant's reasonable cost of real estate commissions, tenant improvements and reasonable legal fees in connection with said assignment or sublet. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately aboveand irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenants obligations under the Lease. 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 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 corporationpartnership 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 be entitled constitute a default by Tenant and Landlord shall have the right to assign elect to terminate this Lease, in which case this Lease without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or a portion shall not be treated as an asset of Tenant’s Capital Stock by Initial Public Offering (such event shall be referred . c. Landlord may, at its option, elect to as a transfer terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to a “Permitted Transferee”). In connection with any assignmentterminate this Lease, Landlord shall be entitled to require an increase in the 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 Sublease, 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 all of the Sublease. Tenant obligations of the parties thereunder shall give Landlord at least terminate on the later of sixty (60) days prior written following Landlord's notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any its election hereunder, or the effective date of its obligations pursuant to the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's electron under this Lease(P)19.

Assignment or Sublease. a. Tenant shall not assign sha11 not, either voluntarily or encumber its interest in this Lease by operation of law, assign, encumber, pledge, or the Premises otherwise transfer or sublease hypothecate all or any part of Tenant's leasehold estate hereunder, or permit the Leased Premises to be occupied by anyone other than Tenant or allow any other person or entity (except Tenant’s authorized representatives, 's employees, inviteesor sublet the Leased Premises ____ any portion thereof, 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 's prior written consent in every instance. Tenant shall be voidable give Landlord written notice of such desire at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease, which notice shall include the name, address, evidence of financial capability, and at Landlord’s election, other pertinent information regarding the proposed assignee or sublessee. Landlord agrees to cooperate with Tenant in satisfying _______ interest requirements of its existing lenders. a. No assignment or subletting by Tenant shall constitute a defaultrelieve Tenant of any obligations under this Lease Agreement. If Tenant is a partnership, a withdrawal of or changechange in partners, voluntaryin one or more transfers, involuntary or by operation of law of any partner, or the dissolution of owning more than a fifty percent(50%) interest in the partnership, shall be deemed constitute a voluntary assignmentassignment and shall __ subject to be provisions of this section. 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 corporationcorporation (excluding any corporation whose stock is traded on NASDAQ), any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other a transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) or more of the value corporation's stock in one or more transfers to a single party and/or its affiliates, or a change in the control of such company, unless the transfer of stock or control is to a corporation whose net worth exceeds $50,000,000 and which has a long term debt to equity ratio or less than ________ deemed for the purposes hereof to be an assignment of this Lease, and shall be subject to the provisions of this section. b. In the event Tenant shall propose to a _____ or sublet the Leased Premises and request the consent of Landlord to any assignment or _______, or if Tenant shall request consent of Landlord to any other act Tenant _________ _____ ____ 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 assets 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 fifty percent (50% of _____ excess renta1 shall be deemed a voluntary assignment. Notwithstanding Additional Rent owed by Tenant to Landlord. d. Tenant shall not publicly advertise the sentence immediately aboveRent 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, if or any portion thereof, shall be subject to 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 is a corporation, the Tenant shall be entitled to assign under this Lease without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of Agreement which relate to all or a portion of Tenant’s Capital Stock by Initial Public Offering (such event the Leased Premises assigned or sublet, as the case may be, and shall be referred and remain liable jointly and severally with Tenant for the payment of the Rent and for due performance of all the terms, convenants, conditions and agreements herein contained on Tenant's part to as a transfer to a “Permitted Transferee”). In connection with any assignment, Landlord shall be entitled to require an increase in performed during the Security Deposit to the extent that such increase should be commercially reasonable in Landlord’s discretion given the financial condition term of Tenant and the assignee following such event. In connection with any Sublease, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessor, which Security Deposit shall be held this Lease Agreement. f. No consent by Landlord in accordance with the provisions of the Sublease. to assignment or subletting by 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 transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any obligation to be performed by the Tenant under this Lease Agreement, whether accruing before or after such assignment of its obligations pursuant 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 LeaseLease Agreement shall be void, and, at the option of Landlord shall constitute a material default by Tenant under this Lease Agreement.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests invitees or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s 's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s 's prior written consent shall be voidable and at Landlord’s 's election, shall constitute a default. Notwithstanding the foregoing, Landlord's consent shall not be required for any assignment or subletting to (i) an affiliate of Tenant, so long as such assignment or sublease is not simply one step in a transaction through which an interest of Tenant is or under this Lease or in the Premises is being transferred ultimately to a person which is not an affiliate of Tenant, or (ii) an entity occupying space within the Premises solely in connection with joint development projects with Tenant. 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 without Landlord’s 's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the event date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase, or (iii) a reorganization of Tenant through the sale of all or a portion of Tenant’s 's Capital Stock by Initial Public Offering (such an event described in (i), (ii) or (iii) above shall be referred to as a transfer to a “Permitted Transferee”"PERMITTED TRANSFEREE"). In connection with any assignmentassignment as described in the sentence immediately above, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord’s 's discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 thirty (6030) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting 21 therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease, shall be deemed "BONUS RENT" and Seventy-five percent (75%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, Seventy-five percent (75%) of all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. Notwithstanding the foregoing, during the first thirty six (36) months of the Term of this Lease Tenant shall be required to pay only 50% of the Bonus Rent to Landlord with respect to the Sublease of any portion of the Expansion 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, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. 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 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. c. Notwithstanding any provision to this Lease to the contrary, in any event where Landlord's consent is required for assignment or sublease, Landlord may, at its option, elect to terminate the Lease instead of approving the requested assignment or sublease. Should Landlord so elect to terminate this Lease, all of the obligations of the parties thereunder shall terminate on the later of sixty (60) days following Landlord's notice to Tenant of its election hereunder, or the effective date of the proposed assignment or subletting sought by the Tenant, but in no event later than one hundred twenty (120) days following the date of Landlord's election under this P.19.

Assignment or Sublease. a. (a) Tenant shall not, directly or indirectly, without the prior written consent of Landlord (which consent shall not be unreasonably withheld), assign or encumber its interest in this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant. Tenant shall not, directly or indirectly, without the prior written consent of Landlord, pledge, mortgage or hypothecate this Lease or any interest herein. Any sale or transfer (including, without limitation, by consolidation, merger or reorganization) of a controlling interest in the voting stock of Tenant, if Tenant is a corporation, or of a controlling partnership interest of Tenant, if Tenant is a partnership, shall be deemed an assignment for purposes of this Section 13.1. The term “controlling” as used in the immediately preceding sentence shall mean the right to exercise, directly or indirectly, forty-five percent (45%) or more of the voting or equity rights attributable to the interest of the controlled entity. If Tenant is currently a partnership (either general or limited), joint venture, cotenancy or joint tenancy, the conversion of any Tenant entity into any type of entity which possesses the characteristics of limited liability such as, by way of example only, a corporation, a limited liability company, or limited liability partnership, shall be deemed an assignment for purposes of this Section 13.1. 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. Without limiting the generality of the foregoing, in the case of an assignment of this Lease (or Xxxxxx’s interest herein) by Xxxxxx, voluntarily, involuntarily or by operation of law, or a subletting of all or substantially all of the Premises, Landlord, in lieu of consenting or withholding its consent to such transfer shall have the right to terminate this Lease on the terms hereafter provided. (b) Without limiting or excluding other reasons for withholding Landlord’s consent, Landlord shall have the right to withhold consent if 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, or if the proposed assignee or subtenant is currently a tenant or other occupant of the Building, or if it is not demonstrated to the satisfaction of Landlord that the proposed assignee or subtenant has good business and moral character and reputation and that the financial condition of the proposed assignee or subtenant equals or exceeds that required by Landlord of other tenants leasing comparable space in the Building. (c) Xxxxxx agrees that the instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant OP&F-Lionbridge/Office Lease 17 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. 13.2. If Tenant wishes to assign this Lease or sublease all or any part of the Premises Premises, Tenant shall give written notice to Landlord identifying the intended assignee or allow any other person subtenant by name and address and specifying all of the terms of the intended assignment or entity sublease. Tenant shall give Landlord such additional information concerning the intended assignee or subtenant (except including complete financial statements and a business history) or the intended assignment or sublease (including true copies thereof) as Landlord requests. For a period of thirty (30) days after such written notice is given by Xxxxxx, Landlord shall have the right, by giving written notice to Tenant’s authorized representatives, employeesto (a) consent in writing to the intended assignment or sublease, inviteessubject to the terms of this Article 13, guests (b) withhold and decline to consent to the intended assignment or sublease, or (c) in the case of an assignment of this Lease or a Permitted Transfereesublease of the entire or substantially all of the Premises, to terminate this Lease by written notice to Tenant, 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. A sublease of seventy- five percent (75%) to occupy or use all or any part more 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 assignmentsublease of substantially all of the Premises. If Landlord elects to terminate this Lease, then from and after the date of such termination Landlord and Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person each shall have no further obligation to the other shall be deemed a voluntary assignmentunder this Lease with respect to the Premises except for matters occurring or obligations arising hereunder prior to the date of such termination. If Landlord elects to terminate this Lease, Tenant is a corporationshall have the right, by giving written notice to Landlord within five (5) days of Landlord’s exercise of its right under clause (c) above, to rescind its request to Landlord to consent to the proposed assignment or subletting, in which event this Lease shall not terminate and this Lease shall remain in full force and effect. If Landlord does not exercise any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock rights set forth in clause (a), (b) or (c) above by giving written notice to Tenant within such period of Tenant, or the sale of at least fifty percent thirty (50%30) 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 without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or 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 assignmentdays, Landlord shall be entitled deemed to require an increase consent in writing to the intended assignment or sublease pursuant to clause (a) above. 13.3. If Landlord consents in writing (or Landlord is deemed to consent in writing in accordance with Section 13.2 hereof), 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 Security Deposit 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 of sublease, in compliance with Section 13.1 hereof, has been delivered to Landlord, (c) no assignee or subtenant shall have a right further to assign or sublease, and (d) 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 13.3, “excess rent” shall mean the amount by which the total money and other economic consideration to be paid by the assignee or subtenant as a result of an assignment or sublease, whether denominated rent or otherwise, exceeds, in the aggregate, the total amount of rent which OP&F-Lionbridge/Office Lease 18 Tenant is obligated to pay to Landlord under this Lease (prorated to reflect the rent allocable to the extent that portion of the Premises subject to such increase should be commercially assignment or sublease), less only the reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, Landlord shall be entitled to hold any Security Deposit costs paid by Sublessee Tenant for additional improvements installed in the portion of the Premises subject to Sublessor, which Security Deposit shall be held such assignment or sublease at Tenant’s sole cost and expense for the specific assignee or subtenant in question and approved by Landlord in accordance with the provisions of the Sublease. Article 9 hereof, and reasonable leasing commissions paid by 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 transfer assignment or sublease, without deduction for carrying cost due to vacancy or otherwise. Such costs of additional improvements and leasing commissions shall provide to Landlord copies be amortized without interest over the term of any documents such assignment or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasesublease.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests invitees or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s 's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s 's prior written consent shall be voidable and at Landlord’s '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 Subject to the last sentence of this Section 19.a, 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 without Landlord’s 's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the event date of a reorganization the assignment at least equal to that of Tenant through immediately prior to completion of the sale subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all or a portion of Tenant’s Capital Stock by Initial Public Offering 's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase (such event a transferee described in (i) or (ii) shall be referred to as a transfer to a “Permitted Transferee”"PERMITTED TRANSFEREE"). In connection with any assignmentNotwithstanding the foregoing, Landlord shall be entitled to require an increase in the Security Deposit to event that any assignment as described in the extent that such increase should be commercially reasonable sentence immediately above results in Landlord’s discretion given the financial condition of Tenant transferee having a net worth below the minimum requirements specified in (i) and the assignee following such event. In connection with any Sublease(ii) above, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessorrespectively, 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 not be required to obtain the prior written notice consent of any intended Landlord to such transfer to a Permitted Transferee Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the 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; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19. b. No interest of Tenant in this Lease shall be assignable by involuntary assignment (as hereinafter defined) 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent Landlord may withhold or condition in its sole discretion. No assignment or sublease shall not be unreasonably withheldrelease Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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%) 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. This Section 19 shall not apply to 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 payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. In lieu of granting consent to any proposed Transfer for which Xxxxxx is required to obtain Landlord's consent, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the sentence immediately aboveforegoing, Xxxxxxxx's recapture right 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 area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant is requests Xxxxxxxx to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorney's fees incurred in connection with such request, whichever is greater. 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 provide to Landlord copies 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, consent which consent shall not be unreasonably withheldwithheld for tenants meeting Landlord’s then-existing standards 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 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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an exchange or over the counter. Seventy-five (75%) of all rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease after deducting therefrom brokers‘ commissions, reasonable attorneys‘ fees and costs for improving the Premises for such subtenants or assignee (said costs to be amortized, without interest, over the term of the sublease or remaining term of the Lease, as applicable), shall be paid to Landlord. 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 attorney’s fees, not to exceed $1,000, incurred in connection with such request, whichever is greater. 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, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a corporationpartnership 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 entitled treated as an asset of Tenant. Notwithstanding anything to the contrary contained in this Lease, provided that the net worth of the succeeding entity is not less than 75% of the net worth of Tenant, Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord’s prior written consent consent, to any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reorganization of, or consolidation with Tenant; to any entity engaged in a joint venture with Tenant; or to any entity which acquires substantially all of the stock or assets of Tenant, as a going concern, with respect to the business that is being conducted in the event of a reorganization of Tenant through the sale of all or a portion of Tenant’s Capital Stock by Initial Public Offering Premises (such event shall be referred to as a transfer to hereinafter each a “Permitted TransfereeTransfer”). In addition, a sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any assignmentbona fide financing or capitalization for the benefit of Tenant, or (2) Tenant is or becomes a publicly traded corporation. Landlord shall be entitled have no right to require an increase terminate the Lease in connection with, and shall have no right to any sums or other economic consideration resulting from any Permitted Transfer. Landlord reserves the Security Deposit right to recapture the extent that such increase Premises should be commercially reasonable Tenant propose to assign or sublease the Premises by any transfer other than a Permitted Transfer. Tenant shall first notify Landlord, by written notice, of its intent to sublease or assign the Lease to a third party and Landlord may recapture the Premises giving notice to Tenant in Landlordwriting within five (5) business days after delivery of Tenant’s discretion given the financial condition of Tenant and the assignee following such eventnotice. In connection with any Sublease, the event Landlord exercises such right Tenant promptly shall be entitled surrender the Premises 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 SubleaseLease, the parking reallocation obligations of Section 11 shall become effective, Tenant’s share of Expenses shall be recomputed, and Landlord shall again have the right to make reasonable allocations of utilities for non-separately-metered utilities. In the event Landlord elects not to recapture the Premises, Tenant shall give Landlord at least sixty (60) days prior written notice thereafter have the right to sublease or assign to an outside entity subject to Section 19 of any intended transfer the Lease, subject to the Landlord’s right to recover 75% of rent paid in excess of the Base Rent. In the event that Tenant enters into a Lease Assignment or Sublease that is not a Permitted Transferee Transfer and in connection with such transfer shall provide to for which consent of Landlord copies of any documents or other information as was required but was not obtained, Landlord may reasonably requestrecapture the entire Premises in the event of a wrongful assignment and the portion of the Premises subleased in the event of a wrongful sublease. Unless otherwise expressly agreed In the event that Tenant enters into a Lease Assignment or Sublease and for which consent of Landlord was required but was not obtained, Landlord may recapture the entire Premises in writing by Landlord, no the event of a wrongful assignment shall relieve Tenant and the portion of any the Premises subleased in the event of its obligations pursuant to this Leasea wrongful sublease.

Assignment or Sublease. a. Tenant shall 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, 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 without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or 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 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 Sublease, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessor, which Security Deposit shall be held by Landlord 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 transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease.

Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises except to a parent, subsidiary or affiliate of Tenant, or sublease all or any part of the Premises or allow any other person or entity (except Tenant’s 's authorized representatives, employees, invitees, guests invitees or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheld. Any such assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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 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 (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 corporationpartnership or consists of more than one person or entity, if any dissolution, merger, consolidation partner of the partnership or other reorganization 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 Tenaxx xx 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, 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 without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or 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 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 Sublease, 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 transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 19 shall not apply to 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 payable by tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant is in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Xxxxxxxx to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorney's fees incurred in connection with such request, whichever is greater. The 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 provide to Landlord copies be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is partnership or consists of more than one person or entity, if any documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent Landlord shall not be unreasonably withheldwithhold for tenants meeting Landlord's then existing generally applied standards for creditworthiness and use. Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant is from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landxxxx xx consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorney's fees incurred in connection with such request, whichever is greater. Anything contained herein to the contrary notwithstanding, Landlord hereby consents to (provided that Tenant shall notify Landlord in advance of) an assignment of this Lease, or a subletting of all or part of the Premises, to (a) the parent of Tenant or to a wholly-owned subsidiary of Tenant or of such parent, (b) any corporation into which or with which Tenant may be merged or consolidated or (c) any entity to which Tenant sells all or substantially of its assets, provided that the assignee expressly assumes all of Tenant's obligations hereunder and that the 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 provide to Landlord copies be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, mates 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's reasonable consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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 phrase "controlling percentage" means ownership of and right to vote stock possessing at least 50% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant is from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorney's fees incurred in connection with such request, whichever is greater. 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 provide to Landlord copies of any documents be considered an involuntary assignment: (a) if Tenant is or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlordbecomes bankrupt or insolvent, no makes an assignment shall relieve Tenant of any of its obligations pursuant to this Lease.for the benefit of

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, employees invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s '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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 19 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant is from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord to consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorney's fees incurred in connection with such request, whichever is greater. 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 provide to Landlord copies 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant 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.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, encumbrance or sublease without Landlord’s prior 's written consent shall be voidable and at Landlord’s 's election, shall constitute a default. If Tenant is a partnership, 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 or 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%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant's capital stock issued, if outstanding and entitled to vote for election of directors. This Section 18 shall not apply to corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant is from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landxxxx xx consent to a corporationproposed assignment or subletting, the Tenant shall be entitled pay to assign this Lease without Landlord’s prior written , whether or not consent in the event of a reorganization of Tenant through the sale of all is ultimately given, $100 or 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 Security Deposit to the extent that such increase should be commercially Landlord's reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, 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 attorneys' fees incurred in connection with such request, whichever is greater. Any transfer of a controlling percentage of capital stock to merger, consolidation or reorganization with any affiliated entity, family member or person having interest in Tenant shall provide to Landlord copies not be deemed an assignment or subletting hereunder. (a) If Tenant is or becomes bankruptcy 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 documents partner or the partnership or other information as Landlord may reasonably requestperson or entity is or becomes bankrupt or insolvent or makes an assignment for the benefit of creditors; or (b) ____ a writ of attachment or execution ________ on this Lease; or (c) If in any proceeding or action ____ which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve constitute a default by Tenant of any of its obligations pursuant and Landlord shall have the right to elect to terminate this Lease, in which case the Lease shall not be treated as an asset of Tenant.

Assignment or Sublease. a. Tenant shall 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 's authorized representatives, employees, invitees, guests or a Permitted Transfereeguests) to occupy or use all or any part of the Premises without first obtaining Landlord’s consent, 's consent which consent shall not be unreasonably withheldwithheld for Tenant's meeting the then Project standards 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 prior 's written consent shall be voidable and at Landlord’s '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%) 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. This Section 19 shall not apply to corporations the stock of which is traded through an exchange or over the counter. Fifty (50%) of all rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease shall be paid to Landlord, or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. In lieu of granting consent to any proposed Transfer for which Tenant is required to obtain Landlord's consent, Landlord resexxxx xhe right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the sentence immediately aboveforegoing, if the Tenant is a corporation, the Tenant Landlord's recapture right shall be entitled to assign this Lease without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or a portion of Tenant’s Capital Stock by Initial Public Offering (such event shall be referred to as a transfer not apply to a “Permitted Transferee”). In connection with any assignment, Landlord shall be entitled to require an increase in sublease if (a) thx xxxx xf the Security Deposit sublease ends at least 1 year prior 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 Sublease, 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 end of the Subleaseterm of the Lease and contains no extension rights, and (b) the total area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant shall give requests Landlord at least sixty (60) days prior written notice of any intended transfer to consent to a Permitted Transferee and proposed assignment or subletting, Tenaxx xxxxl 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. 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 provide to Landlord copies 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 documents partner of the partnership or other information as Landlord may reasonably requestperson 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. Unless otherwise expressly agreed in writing by Landlord, no An involuntary assignment shall relieve 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. Anything in this Section 19 to the contrary notwithstanding, Landlord hereby consents to an assignment of this Lease, or to a subletting of all or part of the Premises, to (a) the parent of Tenant or to a wholly-owned subsidiary of Tenant or of such parent, (b) any corporation or other entity into which or with which Tenant may be merged or consolidated, provided that the net worth of the resulting entity is at least equal to Ten Million Dollars ($10,000,000), or (c) any entity to which Tenant sells all or substantially all of its assets, provided that the net worth of the resulting entity is at least equal to Ten Million Dollars ($10,000,000), and such entity expressly assumes all of Tenant's obligations hereunder. Transfer of all or any portion of the ownership of stock in Tenant shall not be deemed an assignment of this Lease if such transfer is made (x) pursuant to this Leaseor in connection with an initial public offering or any offering of the stock of Tenant, or (y) once the stock of Tenant is publicly traded on a recognized public stock exchange.