Common use of Assignment or Subletting Clause in Contracts

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. That should the Tenant agrees desire to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease agreement or sublet underlet said Demised Premisespremises, it shall first offer same to Landlord at the rental set forth herein. Should Landlord not accept the assignment or underletting offered or not respond within twenty (20) days of receipt of Tenant's written offer, then Tenant shall be allowed to assign this agreement or underlet the premises provided that the Tenant shall not (a) assign this agreement, or underlet or underlease the premises or any part thereof, whether by voluntary act, operation of law, or otherwise, thereof without obtaining the prior written consent of Landlord in each instanceLandlord, which consent will not be unreasonably withheld or delayed; provided, however, that notwithstanding such assignment, Tenant shall not thereby be relieved from responsibility hereunder, or (b) permit or suffer the premises or any part thereof to be occupied for any business or purpose deemed disreputable or extra-hazardous on account of fire, under penalty of damages and forfeiture. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights permitted to assign this Lease are lease or sublet the premises without Landlord's consent and shall remain unqualifiedwithout first offering the premises to Landlord if the proposed sublease or assignee is an entity owned by, controlled by, affiliated with, or is the Parent Company of the Tenant. No such assignment or subleasing shall relieve In the event that the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, enters into an agreement to sell all of its stock of Yardville National Bank, it is permissible under the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseAgreement.

Assignment or Subletting. Without the written consent of Landlord first obtained in each case, Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose shall not assign, transfer, mortgage, pledge, or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer otherwise encumber or assign dispose of this Lease or sublet said Demised Premises, the Leased Premises or any part of the Leased Premises or permit the Leased Premises to be occupied by other persons. Landlord’s exercise of its consent shall not be unreasonably withheld subject to such conditions for consent as provided herein. In furtherance thereof, whether in the case of a subletting, Landlord’s consent may be predicated, among other things, upon Landlord becoming entitled to collect and retain all Rent and any other economic consideration payable under the sublease, and in the case of an assignment, Landlord’s consent may be predicated, among other things, upon Landlord’s becoming entitled to collect and retain any economic consideration for said assignment paid or payable by voluntary act, operation of lawthe prospective assignee to Tenant. If this Lease be assigned, or otherwiseif the Leased Premises or any part thereof be sublet or occupied by anybody other than Tenant, without obtaining Landlord may, after default by Tenant, collect or accept Rent from the prior written consent assignee, subtenant, or occupant and apply the net amount collected or accepted to the Rent herein reserved, but no such collection or acceptance shall be deemed a waiver of this covenant or the acceptance of the assignee, subtenant, or occupant as Tenant, nor shall it be construed as, or implied to be, a release of Tenant or any guarantor of the Lease from the further observance and performance by Tenant of the terms, provisions, covenants and conditions contained in this Lease. Notwithstanding anything contained herein to the contrary in the event of any assignment of Lease or subletting of this Lease to which Landlord in each instance. consents, Landlord and Tenant shall seek divide equally any net profit derived therefrom. Landlord shall have a right of first refusal with regard to any proposed sublease or assignment on the same terms and conditions as contained in such proposed sublease or agreement to assign, which right of first refusal shall be exercisable by Landlord giving notice of its intention to do so within thirty (30) business days after receipt of any proposed sublease or assignment. The consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and hereunder shall not be a waiver of Landlord’s rights under this Article construed as releasing Tenant from any liability hereunder or as constituting the consent by Landlord to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such , which subsequent assignment or subleasing subletting shall relieve require the Tenant from any prior written approval of Landlord as provided herein in each instance. Any assignment, subletting, hypothecation, pledging or other disposition of Tenant’s obligations interest hereunder, in this Lease containedviolation of the terms hereof shall be deemed null and void, nor and shall constitute an act of default hereunder. If Tenant is not an individual, any direct or indirect change in the ownership (legal or equitable) of a controlling and/or a majority interest of Tenant, whether such change in ownership occurs at one time or as a result of sequential incremental changes, and whether said change is by sale, assignment, hypothecation, bequest, inheritance, operation of law, merger or consolidation, or otherwise, shall be deemed an assignment or sublease or other transfer of this Lease be effective unless subject to the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit required consent of Landlord, its successors and assigns, all the failure of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasedeemed a default hereunder.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof Term for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance, which may be withheld by Landlord, in its sole discretion. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may reasonably deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be deemed a consent or waiver of Landlord’s rights right under this Article as to any subsequent assignment or subletting. Landlord’s rights right to assign this Lease are is and shall remain unqualifiedunqualified upon any sale or transfer of the Building and, providing the purchaser succeeds to the interest of Landlord under this Lease, Landlord shall thereupon be entirely freed of all obligations of Landlord hereunder and shall not be subject to any liability resulting from any act or omission or event occurring after such conveyance. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and or assigns, all of the terms, covenants covenants, and conditions of this Lease thereafter to be performed by Tenant Landlord and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental and other consideration received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease. Notwithstanding anything in this Lease to the contrary, Tenant may, upon notice to Landlord but without Landlord’s consent, assign the Lease or sublet all or any portion of the Demised Premises to a Tenant Affiliate, provided that the net worth of such Tenant Affiliate is equal to or greater than Twenty Million and 00/100 Dollars ($20,000,000.00) at the time of such assignment. If Tenant does so assign this Lease or sublet all or any portion of the Demised Premises to a Tenant Affiliate, Tenant will remain liable for all of Tenant’s obligations under this Lease. A “Tenant Affiliate” is any party that is controlled by, under common control with, or controls Tenant, or acquires all, or substantially all, of Tenant’s assets or a controlling interest in Tenant’s stock.

Assignment or Subletting. Tenant Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor in each instance. Tenant Lessee shall seek such consent of Landlord Lessor by a written request therefor, thereof setting forth such information as Landlord Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent to any assignment or subletting shall not relieve Lessee of its obligations hereunder. Consent by Landlord Lessor to any an assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall should not be a waiver of Landlord’s Lessor's rights under this Article as to any subsequent assignment or subletting. Landlord’s Lessor's rights to assign this Lease are and shall should remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease shall be effective unless the assignee, subtenant sublessee or 150 transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LandlordLessor, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant Lessee and shall agree in writing to be bound thereby. Should Tenant Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Tenant Lessee over the per square foot rental rate which is being paid by Tenant Lessee shall be forwarded to and retained by LandlordLessor, which increase shall be in addition to the Base Rent and Additional Rent due Landlord Lessor under this Lease.

Assignment or Subletting. (a) Tenant agrees not to use and occupy the Demised Premises throughout the entire term hereof for the purpose sell, assign, mortgage, pledge or purposes herein specified and for no other purposes, in the any manner and to substantially the extent now intendedtransfer this Lease or any estate or interest hereunder, and not to transfer or assign this Lease or sublet said Demised Premises, the Leased Premises or any part thereof, whether by voluntary act, operation of law, or otherwise, parts thereof without obtaining the prior written consent of Landlord in each instance. , which consent shall not be unreasonably withheld; provided, however, and notwithstanding anything to the contrary contained herein, Tenant shall seek such be permitted to assign this Lease or sublet all or any portion of the Leased Premises, without the consent of Landlord, (i) to an entity into which Tenant may merge, which Tenant may acquire, or which Tenant may consolidate with, (ii) to any parent or subsidiary of Tenant, or (iii) to a purchaser of substantially all of Tenant’s assets or a controlling interest in the outstanding voting stock of Tenant. In connection with a request for Landlord's consent to sublease, Tenant shall provide Landlord by a written request therefor, setting forth with such information regarding the proposed subtenant as Landlord may deem necessaryreasonably request, including without limitation a copy of the proposed sublease, the subtenant's financial statement, and a comprehensive description of the subtenant's proposed use of the Leased Premises. Landlord may withhold its consent to a change in Permitted Uses in its sole and absolute discretion. With respect to any portion of the Leased Premises sublet, in the event that the total rent and any other consideration received under any sublease by Tenant is greater than the Base Rent required to be paid, from time to time, under this Lease, Tenant shall pay to Landlord 100% (less reasonable re-tenanting costs and real estate commissions) of such excess as may be received from any such subtenant and such amount shall be deemed Additional Rent under this Lease. Consent by Landlord to any one assignment of this Lease or to any one subletting of the Demised Leased Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s 's rights under this Article hereunder as to any a subsequent assignment or subletting. No assignment by Tenant of this Lease shall relieve Tenant of its obligations under this Lease. (b) Landlord’s 's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. 13.01 Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to assign or In any manner transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, interest in this Lease without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed and not to sublet the Premises or any part of the Premises or to allow anyone to use or to come in, through or under the Premises without Landlord's consent, which consent shall not be unreasonably withheld or delayed. Any attempted subletting or assignment without Landlord's consent, which consent shall not be unreasonably withheld or delayed shall be voidable in Landlord's sole discretion and, at Landlord's option, shall grant Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord the right to any assignment of terminate this Lease or to exercise any subletting of the Demised Premises other rights or remedies it may have hereunder. If consented to, no assignment or subletting shall be binding upon Landlord unless the sublessee or assignee shall deliver to Landlord an instrument (in recordable form, if Landlord so requests) containing an agreement of assumption of all of Tenant's obligations under this Lease. In no event may Tenant assign, sublet or otherwise transfer this Lease or any interest in this Lease at Landlord’s any time while an Event of Default exists hereunder. Landlord may, in its sole discretion discretion, refuse to give its consent to any proposed subletting or assignment or exercise its other rights hereunder for any reason, including, but not limited to, the financial condition, creditworthiness or business reputation of the proposed sublessee or assignee, the prevailing market or quoted rental rates for space in the Building or other comparable buildings, and shall the proposed use of the Premises by, or business of, the proposed sublessee or assignee. One consent by Landlord to a subletting or assignment will not be deemed a waiver of Landlord’s rights under this Article as consent to any subsequent assignment assignment, subletting, occupation or sublettinguse by any other person. Landlord’s rights Neither the consent to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer subletting nor the acceptance of this Lease be effective unless the rent from an assignee, subtenant or transferee shall at occupant will constitute a release of Tenant from the time further performance of the obligations of Tenant contained in this Lease. A dissolution, merger, consolidation, or other reorganization of Tenant, and the issuance or transfer of twenty (20%) percent or more of the voting capital of Tenant to persons other than shareholders as of the beginning of such assignmentperiod within any twelve (12) month period, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter shall each be deemed to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms an assignment of this Lease, and as such, prohibited without Landlord's prior written consent. Notwithstanding anything in this paragraph or the foregoing to the contrary, the merger, consolidation, or other reorganization of Tenant and the sale of all or substantially all of Tenant's assets (the "Permitted Transaction") shall be permitted hereunder with sixty (60) day prior written notice to Landlord (unless such notice is prohibited by law in which event Tenant shall give such notice to Landlord as soon as possible but in no event less than ten (10) days prior to such transaction), but not prior approval of Landlord, if the resultant entity (the "Resultant Entity") after such Permitted Transaction has, and has maintained for each of the two (2) full fiscal years preceding the Permitted Transaction, an Investment Grade Bond Rating (as hereinafter defined) and a net worth exceeding Twenty Million Dollars ($20,000,000) determined in accordance with general accepted accounting principles, consistently applied, and Tenant furnishes Landlord evidence reasonably acceptable to Landlord of the Investment Grade Bond Rating and net worth standard. For purposes of this Lease, "Investment Grade Bond Rating" means either (i) debt instruments issued and outstanding by the Resultant Entity are rated by either Standard & Poors or Moodx'x (xx similar rating agency) to be Investment Grade or (ii) the credit of the Resultant Entity, in the absence of any increase in rental received such outstanding debt instruments, is determined pursuant to a report issued by Tenant over Standard & Poors or Moodx'x (xx such similar rating agency) to be equal to, or greater than, an existing Standard & Poors rating of BBB or higher, or an existing Moodx'x xxxing of BAA or higher. In addition, an initial public offering (IPO) by the per square foot rental rate which is being paid by Tenant shall be forwarded permitted hereunder with sixty (60) day prior written notice (unless such notice is prohibited by law in which event Tenant shall give such notice to Landlord as soon as possible but in no event less than ten (10) days prior to such transaction), but not prior approval, of Landlord if the resultant entity after such transaction has a net 12 15 worth exceeding Twenty Million Dollars ($20,000,000) determined in accordance with generally accepted accounting principles, consistently applied, and retained by Landlord, which increase shall be in addition Tenant furnishes Landlord evidence reasonably acceptable to the Base Rent and Additional Rent due Landlord under this Leaseof net worth standard.

Assignment or Subletting. Tenant Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or of purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this the Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor in each instance. Tenant Lessee shall seek such consent of Landlord Lessor by a written request therefor, ; setting forth such information as Landlord Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Landlord Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s Lessor's rights under this Article as to any subsequent assignment or subletting. Landlord’s Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant Lessee from any of Tenant’s Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LandlordLessor, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant Lessee and shall agree in writing to be bound thereby. Should Tenant Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Tenant Lessee over the per square foot rental rate which is being paid by Tenant Lessee shall be forwarded to and retained by LandlordLessor, which increase shall be in addition to the Base Rent and Additional Rent due Landlord Lessor under this Lease.

Assignment or Subletting. Tenant Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or of purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor in each instance. Tenant Lessee shall seek such consent of Landlord Lessor by a written request therefor, setting forth such information as Landlord Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Landlord Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s Lessor's rights under this Article as to any subsequent assignment or subletting. Landlord’s Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant Lessee from any of Tenant’s Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LandlordLessor, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant Lessee and shall agree in writing to be bound thereby. Should Tenant Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Tenant Lessee over the per square foot rental rate which is being paid by Tenant Lessee shall be forwarded to and retained by LandlordLessor, which increase shall be in addition to the Base Rent and Additional Rent due Landlord Lessor under this Lease.

Assignment or Subletting. Tenant agrees 11.1 Lessee shall not assign this Lease, or any interest herein, or sublet or allow any other person, firm, or corporation to use and or occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor, which consent will not be unreasonably withheld or delayed. Lessor shall have the right to make such investigations as it deems reasonable and necessary in each instancedetermining the acceptability of the proposed assignee or subtenant. Tenant Such investigations may include inquiries into the financial background, business history, capability of the proposed assignee or subtenant in its line of business, and the quality of its operations. Under no circumstances shall seek such Lessor be obligated to consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any the assignment of this Lease or to any the subletting of the Demised Premises to any entity whose operations violate the restrictive covenants described in Section 26 hereof. Lessee shall provide to Lessor such information as Lessor may reasonably require to enable it to determine the acceptability of the proposed assignee or subtenant, including information concerning all of the foregoing matters, and Lessor shall have no obligation to consent to any assignment or subletting unless it has received from Lessee (at no cost or expense to Lessor) the most recent audited financial statements of the proposed assignee or subtenant and such other information as Lessor reasonably requires. For purposes of this Section 11, a transfer of more than fifty percent (50%) of the outstanding and issued voting stock of Lessee shall be at Landlord’s sole discretion deemed an assignment within the meaning of and be governed by this Paragraph. Lessor specifically acknowledges that a public offering or private placement of the stock of Lessee in which new shares are issued for fair value determined by the Board of Lessee shall not be considered an assignment requiring the Lessor's consent hereunder. No assignment or subletting (with or without the consent of Lessor) shall release Lessee from its obligations under this Lease nor shall Lessee permit this Lease or any interest herein or in the tenancy hereby created to become vested in or owned by any other person, firm, or corporation by operation of law or otherwise. The power of Lessor to give or withhold its consent to any assignment or subletting shall not be exhausted by the exercise thereof on one or more occasions, but shall be a continuing right and power with respect to any type of transfer, assignment or subletting. 11.2 If Lessee shall assign this Lease or sublet the Premises in any way not authorized by the terms hereof, the acceptance by Lessor of any Amount Due from any person claiming as assignee, sublessee, or otherwise shall not be construed as a recognition of or consent to the assignment or subletting or as a waiver of Landlord’s rights the right of Lessor thereafter to collect any rent from Lessee, it being agreed that Lessor may at any time accept any Amount Due under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any person offering to pay it without thereby acknowledging the person so paying as a lessee in place of Tenant’s Lessee herein named, and without releasing Lessee from the obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, and without recognizing the claims under which such person offers to pay any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant Amount Due, but it shall be forwarded taken to and retained be a payment on account by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseLessee.

Assignment or Subletting. A. Except as provided in Section 11.D. and Section 11.E., without Landlord's and Prime Landlord’s prior written consent, Tenant agrees to use and occupy shall not (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Tenant’s interest by operation of law; (iii) further sublet the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof; or (iv) permit the occupancy of the Premises or any part thereof by anyone other than Tenant. Landlord’s consent to an assignment of this Sublease or a further sublease of the Premises may be withheld in Landlord’s sole and absolute discretion. If Landlord consents to an assignment or sub-sublease, whether by voluntary act, operation of law, or otherwise, without obtaining Landlord shall use reasonable efforts to obtain the prior written consent of Prime Landlord in each instanceif such consent is required to be obtained under the Prime Lease. Any cost of obtaining Prime Landlord’s consent shall be borne by Tenant. B. No permitted assignment shall be effective and no permitted sub-sublease shall commence unless and until any default by Tenant hereunder shall have been cured. No permitted assignment or sub-subletting shall relieve Tenant from Tenant’s obligations and agreements hereunder and Tenant shall seek such consent of continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or sub-subletting had been made. C. If Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord consents to any assignment of this Lease or to sub-sublease and Tenant receives rent or any subletting other consideration, either initially or during the term of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any sub-sublease, in excess of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord (or, in the case of a sub-sublease of a portion of the Premises, in excess of the Base Rent paid by Tenant on a square footage basis under this Sublease), Tenant shall pay to Landlord fifty (50%) percent of such net excess with the installment of Rent due immediately following Tenant’s receipt of such net excess. D. Notwithstanding the foregoing provisions of this Section 11, Tenant shall have the right, upon prior written notice to Landlord, but without Landlord's consent, and provided Tenant is not then in default, to assign this Sublease, or to sub-sublet the entire Premises or a portion thereof, to (i) any entity resulting from a merger or consolidation with Tenant, (ii) any corporation succeeding to all the business and assets of Tenant, or (iii) any affiliate of Tenant. For purposes hereof, an affiliate of Tenant is any entity which controls, is controlled by, or is under common control with Tenant. E. Notwithstanding the foregoing provisions of this Section 11 and provided that Tenant is not in default under the terms of this Sublease, Tenant shall have the right, subject to Landlord’s consent, such consent not to be unreasonably withheld, conditioned or delayed, to assign or sub-sublease the entire Premises to an assignee or sub-subtenant. This right to assign or sub-sublet may be exercised only once, and any such assignment or sub-sublease shall be subject to the terms of the Prime Lease.

Assignment or Subletting. A. Tenant agrees may not assign thin Lease in whole or in part, nor sublet all or any part of the Premises, without the prior written Consent of Landlord, which consent will not be unreasonably withheld or delayed. In all circumstances of assignment or subletting, the assignee or subtenant shall assume in writing the obligations of Tenant hereunder and the existing Tenant and guarantor hereunder (if any) and each subsequent assignee, subtenant and guarantor shall remain Jointly and severally liable under this Lease. Consent to use and occupy the Demised Premises throughout the entire term hereof for the purpose any particular assignment or purposes herein specified and for no other purposes, in the manner and subletting shall not be deemed consent to substantially the extent now intended, and not to transfer any further or subsequent assignment or subletting. B. If Tenant shall assign this Lease or sublet said Demised Premises, the Premises and at any time the rent to be received by Tenant pursuant to such assignment or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord subletting is in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting excess of the Demised Premises then applicable rent hereunder, Landlord shall be at Landlord’s sole discretion entitled to the entire amount of such excess, which excess shall be due and payable from time to time by Tenant promptly upon receipt by Tenant of payment of rent by the assignee or subtenant. In addition, Landlord shall not be a waiver entitled to receive any other consideration paid to Tenant on account of Landlord’s rights under this Article as to any subsequent an assignment or subletting. Landlord’s rights Any excess rents or additional sums so remitted to Landlord shall offset and reduce Tenant obligation to pay Rent following such assignment or subletting. C. If Tenant wishes to assign this Lease are or sublet to any party, Tenant first shall give written notice to Landlord of such intention ("Tenant's Notice"), specifying the name of the proposed assignee or sublessee, the name of and character of its business, the terms of the proposed assignment or sublease, and shall remain unqualified. No provide Landlord with such assignment or subleasing shall relieve the Tenant from any other information as Landlord reasonably requests including financial statements in form reasonably acceptable to Landlord. D. Landlord may, within 30 days after its receipt of Tenant’s obligations in 's Notice, by notice to Tenant ("Landlord's Notice"), subject to foregoing provisions of this Section 6, either consent to or reject the proposal, or Landlord may terminate this Lease containedas of a date set forth in Landlord's Notice, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit not less than 30 days after delivery of Landlord's Notice, its successors and assigns, all such date of termination having the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with same effect as if that date were the terms original expiration date of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is with all rents being paid by Tenant shall be forwarded to apportioned and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leaseadjusted as of such date of termination.

Assignment or Subletting. Tenant agrees to use 8.1 Subtenant hereby acknowledges and occupy affirms the Demised Premises throughout terms and conditions of Section 23 of the entire term hereof for Xxxxxxxxx and Section 10 of the purpose or purposes herein specified Master Lease and for no other purposesthe rights of Master Landlord and Overlandlord thereunder, in including the manner rights of Overlandlord and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Master Landlord to any assignment of this Lease or consent to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease Sublease. Subtenant will not assign, sublease, convey or mortgage this Sublease in violation of the foregoing or without Sublandlord’s consent, which consent will not be unreasonably withheld, conditioned or delayed beyond thirty (30) days from Subtenant’s request therefor. Sublandlord shall use reasonable efforts to obtain the consent of Master Landlord and Overlandlord. All costs of obtaining Overlandlord’s and Master Landlord’s consent to any assignment or sublease shall be borne by Subtenant, including but not limited to Sublandlord’s reasonable attorneys fees, and Master Landlord’s fees charged to Sublandlord, in an amount not to exceed Five Thousand Dollars ($5,000.00).; provided, however, Sublandlord shall upon written request from Subtenant provide reasonable back up documentation relating to such fees incurred by Sublandlord. 8.2 No permitted assignment shall be effective and no permitted sublease shall commence unless the assignee, subtenant and until any default by Subtenant hereunder has been cured. No permitted assignment or transferee subletting shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors relieve Subtenant from Subtenant’s obligations and assigns, all of the terms, covenants agreements under this Sublease and conditions of this Lease thereafter Subtenant shall continue to be performed by Tenant liable as a principal and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Leasenot as a guarantor or surety, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasesame extent as though no assignment or subletting had been made.

Assignment or Subletting. Tenant agrees acknowledges that Landlord has entered into this Lease because of Tenant’s financial strength, goodwill, ability and expertise and that accordingly, this lease is personal to use and occupy the Demised Premises throughout the entire term hereof for the purpose Tenant. Taking this into consideration, Tenant shall not assign, mortgage, sublet, pledge or purposes herein specified and for no other purposesencumber this Lease, in whole or in part, except with the manner and to substantially written consent of the extent now intendedLandlord, and which shall not to transfer or be unreasonably withheld, except that Tenant may assign this Lease or sublet said Demised its interest therein or sublease the Premises to Tenant’s parent corporation, Tenant’s direct subsidiaries or entities under common control with Tenant or to Tenant’s successor by way of merger, consolidation, sale of assets, joint venture controlled by Tenant, or partnership of which Tenant is the sole general partner without the consent of Landlord. Tenant agrees that, in the event of any such assignment or subletting, Tenant and its assignee or sublessee shall nevertheless remain jointly and severally liable for the performance of all terms, covenants, and conditions of this Lease. Landlord’s failure to deny Tenant’s written request for consent within thirty (30) days after receipt shall be deemed a consent to such request. In the event the Landlord consents to an assignment of the Lease, any money additional rent or other consideration to be paid to Tenant for the assignment shall be paid to the Landlord as partial consideration for the Landlord’s consent to the assignment. In the event the Landlord consents to a sublease of the Premises, or any part portion thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent pay to the Landlord fifty percent (50%) of Landlord any money, rent or other consideration paid to the Tenant by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting subtenant in excess of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all pro-rata portion of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is rent for such space then being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease, less Tenant’s actual costs of such subletting. All sums payable hereunder by Tenant shall be paid to Landlord as additional rent immediately upon the receipt thereof by Tenant.

Assignment or Subletting. Tenant agrees will not assign, mortgage, pledge, sell, or in any manner transfer this Lease or any estate or interest hereunder, and will not sublet the Premises or any part or parts thereof, without express written consent of Landlord, which will not be unreasonably withheld, conditioned or delayed. This Lease, and Tenant’s interest therein, will not be assignable by operation of law. Landlord’s right to use assign this Lease is and occupy will remain absolute and unqualified. Landlord will not be deemed unreasonable in the Demised Premises throughout exercise of its discretion for withholding its consent to any proposed transfer under this section if (i) the entire term hereof occupancy resulting from such transfer will not be consistent with the general character of the business carried on by the tenants of the Building or violates any rights or options held by any other tenant of the Building; or (ii) the proposed occupant pursuant to the transfer does not have the financial strength and stability to perform its rental obligations or Landlord is unable to obtain guarantees from one or more affiliates of the proposed occupant in order to secure such financial obligations; or (iii) any proposed sublease does not incorporate this Lease in its entirety so as to be subject to this Lease’s terms, or any such sublease does not require the sublease to attorn to Landlord at Landlord’s option in the event of a default by Tenant under this Lease; or (iv) if Tenant does not execute an agreement with Landlord requiring Tenant to pay to Landlord, as Additional Rent, fifty percent (50%) of all moneys or other consideration received by Tenant from its transferee (whether paid to Tenant as consideration for Tenant’s transfer of property or other assets to the transferee or as consideration for the purpose or purposes transferee’s occupancy of the Premises) in excess of the amounts owed by Tenant to Landlord under this Lease, which Additional Rent will be paid to Landlord as and when received by Tenant. Notwithstanding anything contained herein specified and for no other purposesto the contrary, in the manner and to substantially the extent now intended, and not to transfer or Tenant may assign this Lease or sublet said Demised Premises, the Premises or any part portion thereof, whether by voluntary actwithout Landlord’s consent, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease parent, subsidiary or affiliate corporation which controls, is controlled by or is under common control with Tenant, or to any subletting corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any assets of Tenant’s obligations business as a going concern. In the event of a permitted assignment by Tenant, Tenant will remain liable for the faithful performance of all the terms and conditions in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless in the assignee, subtenant or transferee shall at event that the time of such assignment, sublease or transfer, assume assignee will default in writing for the benefit of Landlord, its successors and assigns, all performance of the termsterms and conditions, covenants and conditions or in the payment of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound the rent required thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to assign or in any manner transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, interest in this Lease without obtaining the prior written consent of Landlord which shall not be unreasonably withheld or delayed, and not sublet the premises or any part of the Premises or to allow anyone to use or to come in, and not to sublet the Premises or any part of the remise allow through or under the Premises without Landlord's consent which shall not be unreasonably withheld or delayed. Any attempted subletting or assignment without Landlord's consent shall be voidable in each instance. Tenant Landlord's sole discretion and, at Landlord's option, shall seek such consent of grant Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord the right to any assignment of terminate this Lease or to exercise any subletting of the Demised Premises other rights or remedies it may have hereunder. If consented to, no assignment or Subletting shall be binding upon Landlord unless the sublessee or assignee shall deliver to Landlord an instrument (in recordable form, if Landlord so requests) containing an agreement of assumption of all of Tenant's obligations under this Lease. In no event may Tenant assign, sublet or otherwise transfer this Lease or any interest in this Lease at Landlord’s any time while an Event of Default exists hereunder. Landlord may, in its sole discretion discretion, refuse to give its consent to any proposed subletting or assignment or exercise its other rights hereunder for any reason, including, but not limited to, the financial condition, creditworthiness or business reputation of the proposed sublessee or assignee, the prevailing market or quoted rental rates for space in the Building or other comparable buildings, and shall the proposed use of the Premises by, or business of, the proposed sublessee or assignee. One consent by Landlord to a subletting or assignment will not be deemed a waiver of Landlord’s rights under this Article as consent to any subsequent assignment assignment, subletting, occupation or sublettinguse by any other person. Landlord’s rights Neither the consent to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer subletting nor the acceptance of this Lease be effective unless the rent from an assignee, subtenant or transferee shall at occupant will constitute a release of Tenant from the time further performance of the obligations of Tenant contained in this Lease. A dissolution, merger, consolidation, or other reorganization of Tenant, and the issuance or transfer of TWENTY (20%) PERCENT OR MORE OF THE VOTING CAPITAL OF TENANT TO PERSONS other than shareholders as of the beginning of such assignmentperiod within any twelve (12) month period, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter shall each be deemed to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms an assignment of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by as such, prohibited without Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease's prior written consent.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwiseshall not, without obtaining the prior written consent of Landlord Landlord, and the Mortgagee (if required by any mortgage which may encumber the Property), have the right to assign this Lease Agreement, or sublet, or encumber the Leased Premises in each instancewhole or in part, or permit any other person or entity to occupy or use same (such consent not to be unreasonably withheld). No attempted assignment or subletting, whether with the appropriate consent(s) or in violation of this Section 21, shall relieve Tenant from liability for payment of rent or other sums due hereunder, or from being bound by any of the terms, conditions, covenants and agreements of this Lease Agreement. Any subletting or assignment by Tenant shall seek such be subject to and conditioned upon the following: (i) Tenant shall not be in default under any of the terms of this Lease Agreement; (ii) Tenant shall pay to Landlord all of the amounts paid by any assignee and any rentals in excess of the rent payable hereunder which are paid under any Sublease and (iii) Tenant shall deliver to Landlord a fully executed counterpart of the written assignment or sublease. Acceptance of rent from any other person or entity shall not be deemed a waiver of any of the provisions of this Lease Agreement or a consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any the assignment of this Lease Agreement or to any subletting the subletting, encumbrance or use or occupancy by another of the Demised Premises shall be at Landlord’s sole discretion and Leased Premises. In the event that Landlord and/or any Mortgagee consent(s) to any proposed assignment, subletting, encumbrance, or granting of a right of use or occupancy, such consent shall not be deemed to be a waiver of Landlord’s rights under this Article as consent to any subsequent assignment other or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such further assignment, sublease subletting, encumbrance or transfergranting of a right of use or occupancy. Landlord agrees to attempt in good faith to mitigate its damages in the event of a Tenant default hereunder, assume but Landlord shall not be deemed to have failed to attempt to mitigate such damages if Landlord leases other space in writing for the benefit of LandlordBuilding, its successors and assignsor in any other building, all of prior to attempting to relet the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseLeased Premises.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and shall not to transfer or assign this Lease in whole or in part, nor sublet said Demised Premises, all or any part thereof, whether by voluntary act, operation of law, or otherwisethe Premises, without obtaining the prior written consent of Landlord in each instanceLandlord. Tenant shall seek such The consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be constitute a waiver of Landlord’s rights under this Article as the necessity for such consent to any subsequent assignment or subletting. Landlord’s rights This proh bition against assigning or subletting shall be construed to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall include a prohibition against any assignment or sublease or other transfer subletting by operation of law. If this Lease be effective unless is assigned by Tenant, or if the Premises or any part thereof are sublet or occupied by any person or entity other than Tenant, Landlord may collect rent from the assignee, subtenant or transferee shall at occupant, and apply the time of net amount collected to the rent herein reserved, but no such assignment, sublease subletting, occupancy or transfer, assume in writing for collection shall be deemed a waiver on the benefit part of Landlord, its successors or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained unless expressly made in writing by Landlord. Irrespective of any assignment or sublease, Tenant shall remain fully liable under this Lease and assigns, all shall not be released from performing any of the terms, covenants and conditions of this Lease. It is agreed that Landlord will not be acting unreasonably in refusing to consent to an assignment or sublease if, in Landlord's opinion, the quality of the business operation of the proposed assignee or subtenant is not equal to that of the Tenant, or such assignee or subtenant may adversely affect the business of the other tenants or the tenant mix at the Site, or if the net worth of such assignee or subtenant is less than that of Tenant, or for any other reason deemed aufficient in Landlord's judgment. If Tenant assigns this Lease thereafter or sublets the Premises to be performed a third party who is not in any way affiliated or connected with Tenant by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms way of this Leasea merger, reorganization, consolidation or otherwise, any increase in rental received by Tenant over the per square foot rental rate which is being rent or additional rent paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be tenant in addition to the Base Rent rent payable to Landlord as set forth in this Lease shall be paid by Tenant to Landlord as additional rent. If the Tenant is a corporation, or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of forty-nine (49%) percent shall be deemed an assignment within the meaning and Additional Rent due provisions of this Section. For any request to sublet Eight Hundred (800) square feet (gross) or more: Tenant shall pay Landlord under this Lease.a nonrefundable processing fee of Five Hundred Dollars ($500.00) for each requested assignment or sublease to cover Landlord's costs. This fee shall accompany any request for assignment or sublease. In addition, Tenant shall pay all costs incurred by Landlord in connection with reviewing a request to consent to an assignment or sub-lease, including all of Landlord's attorney's and accountant's fees. For any request to sublet less than Eight Hundred (800) square feet (gross) Landlord shall waive the fees noted in the preceding paragraph

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and shall not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. For purposes of this Article, the meaning of the term “transfer or assign this Lease” shall not include any transfer of a controlling ownership interest in Tenant (whether voluntary or involuntary), any merger of another entity with or into Tenant, or a transfer of all or substantially all of the assets of Tenant and such transaction shall not require Landlord consent, provided that the financial condition of Tenant following such transaction shall be substantially similar or greater than the financial condition of Tenant on the Commencement Date. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be deemed a consent or waiver of Landlord’s rights right under this Article as to any subsequent assignment or subletting. Landlord’s rights right to assign this Lease are is and shall remain unqualifiedunqualified upon any sale or transfer of the Building and, providing the Purchaser succeeds to the interests of Landlord under this Lease, Landlord shall thereupon be entirely freed of all obligations of the Landlord hereunder and shall not be subject to any liability resulting from any act or omission or event occurring after such conveyance. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee assignee shall at the time of such assignment, sublease or transfer, assignment assume in writing writing, for the benefit of Landlord, its successors and or assigns, all of the terms, covenants covenants, and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental and other consideration received by Tenant strictly as rent for this Lease over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to use and occupy the Demised Premises throughout the entire term hereof for the purpose sell, assign, mortgage, pledge or purposes herein specified and for no other purposes, in the any manner and to substantially the extent now intended, transfer this Lease or any estate or interest thereunder and not to transfer or assign this Lease or sublet said Demised Premises, the Leased Premises or any part thereof, whether by voluntary act, operation of law, or otherwise, parts thereof without obtaining the prior written consent of Landlord in each instanceinstance which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall seek such consent pay this Excess Consideration to Landlord at the end of Landlord each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by a written request therefor, setting forth such information as Landlord may deem necessarythe subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to any one assignment of this Lease or to any one licensing or subletting of the Demised Leased Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s 's rights under this Article hereunder as to any subsequent assignment or subletting. , or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of TenantFurthermore, Landlord’s obligations in this Lease contained, nor shall consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed covenant owed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof thereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intendedpurpose, and not to transfer transfer, pledge, mortgage, or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor in each instance. Tenant Lessee shall seek such written consent of Landlord Lessor by a written request therefor, setting forth such information as Landlord Lessor may reasonably deem necessary. Lessor agrees not to unreasonably withhold or unreasonably delay consent to an assignment of this Lease or a sublease of all or a part of the Premises. Consent by Landlord Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights Lessor's right under this Article XXI as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant Lessee from any of Tenant’s Lessee's obligations in this Lease contained. Further, nor shall any no assignment or sublease or other transfer of this Lease shall be effective unless the assignee, subtenant sub lessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LandlordLessor, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant Lessee. Lessor may make a reasonable charge to Lessee for any reasonable attorneys' fees or expenses incurred in review of any documentation, excluding, however, any in-house counsel fees of Lessor incident to such review. If the rent paid by any assignee or sub lessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration therefore or any payment, incident thereto) exceeds the Base Rent payable under the Lease for such space, Lessee shall pay to Lessor fifty percent (50%) of such excess rent and other excess consideration remaining after reimbursing Lessee for any transaction costs, including but not limited to construction costs, architectural fees, brokerage commissions and reasonable legal expenses, and on a monthly basis together with Lessee's payment of Base Rent. Anything herein to the contrary notwithstanding, Lessee may transfer, sublet or assign Lessee's interest in this Lease to an affiliate, subsidiary, or parent domestic U.S. corporation (partnership, limited liability company or other business entity) without Lessor's consent; provided, however, no such transfer, assignment or subletting shall agree release Lessee (or any prior assignor of Lessee's interest in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this lease) from its obligations under this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition unless specified to the Base Rent contrary in writing by Lessor, and Additional Rent due Landlord under nothing herein shall abrogate the requirement of the written assumption by such affiliate, subsidiary or successor in interest. Lessor's rights to assign this LeaseLease are and shall remain unqualified; provided, however, that in no event shall any assignment by Lessor voluntarily or otherwise diminish or interfere with the right of Lessee to occupy the Premises and use EastPark One pursuant to this Lease so long as Lessee shall continue to fulfill its obligations hereunder.

Assignment or Subletting. 13.01 Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to assign or in any manner transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, interest in this Lease without obtaining the prior written consent of Landlord, and not to sublet the Premises or any part of the Premises or to allow anyone to use or to come in, through or under the Premises without Landlord's consent, which consent shall not be unreasonably withheld or delayed. Any attempted subletting or assignment without Landlord's consent shall be voidable in Landlord's sole discretion and, at Landlord's option, shall grant Landlord the right to terminate this Lease or to exercise any of the other rights or remedies it may have hereunder. If consented to, no assignment or subletting shall be binding upon Landlord unless the sublessee or assignee shall deliver to Landlord an instrument (in each instancerecordable form, if Landlord so requests) containing an agreement of assumption of all of Tenant's obligations under this Lease. In no event may Tenant shall seek such assign, sublet or otherwise transfer this Lease or any interest in this Lease at any time while an Event of Default exists hereunder. Landlord may, in its sole discretion, refuse to give its consent to any proposed subletting or assignment or exercise its other rights hereunder for any reason, including, but not limited to, the financial condition, creditworthiness or business reputation of Landlord by a written request thereforthe proposed sublessee or assignee, setting forth such information as Landlord may deem necessarythe prevailing market or quoted rental rates for space in the Building or other comparable buildings, and the proposed use of the Premises by, or business of, the proposed sublessee or assignee. Consent One consent by Landlord to a subletting or assignment will not be deemed a consent to any subsequent assignment, subletting, occupation or use by any other person. Neither the consent to any assignment or subletting nor the acceptance of rent from an assignee, subtenant or occupant will constitute a release of Tenant from the further performance of the obligations of Tenant contained in this Lease. A dissolution, merger, consolidation, or other reorganization of Tenant and the issuance or transfer of twenty (20%) percent or more of the voting capital of Tenant to persons other than shareholders as of the beginning of such period within any twelve (12) month period, shall each be deemed to be an assignment of this Lease, and as such, prohibited without Landlord's prior written consent. Notwithstanding anything in this paragraph to the contrary, notwithstanding the foregoing, the merger, consolidation, or other reorganization of Tenant and the sale of all or substantially all of Tenant’s assets shall be permitted hereunder with thirty (30) day prior written notice, but not prior approval, of Landlord if the resultant entity after such transaction has, and has maintained for each of the two (2) full fiscal years preceding the transaction, a net worth exceeding Five Million Dollars ($5,000,000), determined in accordance with general accepted accounting principles, consistently applied, and Tenant furnishes Landlord evidence reasonably acceptable to Landlord of the net worth standard. Landlord may allow the occupancy of the Premises by Tenant’s parent company or a subsidiary or an affiliate which is wholly owned by Tenant (the “Related Entity”), or the assignment of this Lease or to any the subletting of all or a portion of the Demised Premises to a Related Entity provided that: (i) Tenant shall give written notice to Landlord at least thirty (30) days prior to said proposed occupancy, assignment or subletting setting forth the terms thereof together with such financial and other information Landlord may request; and (ii) any such occupancy, assignment or subletting shall not constitute a release of Tenant from the further performance of the obligations of Tenant contained in this Lease; and (iii) any such occupancy, assignment or subletting shall be at Landlord’s sole discretion subject to Sections 13.03 and shall not be 13.04. 13.02 In the event Tenant desires to sublet all or a waiver portion of Landlord’s rights under this Article as to any subsequent assignment the Premises or subletting. Landlord’s rights to assign this Lease are Lease, Tenant shall give notice to Landlord setting forth the terms of the proposed subletting or assignment together with such financial and other information Landlord may request. Landlord shall remain unqualified. No such assignment or subleasing shall relieve have the right, exercisable by written notice to Tenant from any within sixty (60) thirty (30) days after receipt of Tenant’s obligations in this Lease contained's notice, nor shall any assignment (i) to consent or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter refuse to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease consent thereto in accordance with Paragraph 13.01 above, or (ii) to terminate this Lease which termination may, in Landlord's sole discretion, be conditioned upon Landlord and the terms of proposed subtenant/assignee entering into a new Lease. However, in the event Landlord desires to elect to terminate this Lease, any increase in rental received it shall first notify Tenant of its desire whereupon Tenant may withdraw the request within ten (10) days after Landlord’s notice by Tenant over the per square foot rental rate which is being paid by delivery of written withdrawal thereof to Landlord whereupon Landlord shall withdraw its recapture option and Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord remain fully obligated under this Lease. 13.03 Upon the occurrence of an Event of Default, as defined under Section 18, if all or any part of the Premises are then sublet or assigned, Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the sublessee or assignee all rent becoming due to Landlord by reason of the subletting or assignment. Any collection by Landlord from the sublessee or assignee shall not be construed to constitute a waiver or release of Tenant from the further performance of its obligations under this Lease or the making of a new Lease with such sublessee or assignee. 13.04 In the event Tenant shall sublet all or a portion of the Premises or assign this Lease, one-half of all of the sums of money or other economic consideration received by Tenant or its affiliates, directly or indirectly, as a result of such subletting or assignment, whether denominated as rent or otherwise, which exceed in the aggregate the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable to Landlord as additional rent under this Lease without effecting or reducing any other obligation of Tenant hereunder.

Assignment or Subletting. Tenant agrees 10.1 Lessee shall not assign this lease, or any interest herein, or sublet or allow any other person, firm or corporation to use and or occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor, which consent will not be unreasonably withheld. Any consent by Lessor under the preceding sentence shall not be deemed to be a consent to any subsequent event within the scope of the preceding sentence. An assignment of stock, membership units, general partnership or other ownership interest in each instanceLessee, or any merger, consolidation or other corporate reorganization shall be deemed an assignment within the meaning of this Paragraph. Tenant Lessee will provide Lessor notice of such assignment of stock that does not require Lessor’s approval. Notwithstanding, Lessee and Assignee shall seek such consent be liable for the performance of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to all terms and conditions of this Lease. 10.2 If Lessee shall make any assignment of this Lease lease or to shall make any subletting hereunder in any way not authorized by the terms hereof, the acceptance by Lessor of the Demised Premises shall be at Landlord’s sole discretion and any rent or other Amount Due from any person claiming as assignee, sublessee or otherwise shall not be construed as a recognition of or consent to such assignment or subletting or as a waiver of Landlord’s rights the right of Lessor thereafter to collect any rent from lessee, it being agreed that Lessor may at any time accept rent or any other Amount Due under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any person offering to pay the same without thereby acknowledging the person so paying as a Lessee in place of Tenant’s Lessee hereinabove named, and without releasing said Lessee from the obligations in of this Lease containedlease, nor but the same shall be taken to be a payment on account by Lessee. 10.3 In the case of any assignment consented to or sublease or other transfer of this Lease be effective unless the assigneepermitted by Lessor hereunder, subtenant or transferee shall at the time of such assignmentassignment Lessee shall pay Lessor as consideration therefor, sublease as Additional Rent, an amount equal to all sums and other consideration paid to Lessee by the assignee for or transfer, assume in writing by reason of such assignment (including any sum paid for the benefit sale, rental or use of LandlordLessee’s property) less the reasonable brokerage commissions and legal fees, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, if any increase in rental received by Tenant over the per square foot rental rate which is being actually paid by Tenant Lessee to unaffiliated third parties in connection with such assignment. In the case of any subletting consented to or permitted by Lessor hereunder, at the time of such subletting, Lessee shall be forwarded pay Lessor as consideration therefore, as additional rent, an amount equal to and retained any rents, additional charges or other consideration payable under the sublease to Lessee by Landlordthe subtenant (including any sums paid for the sale, rental or use of Lessee’s property) which increase shall be are in addition to excess of the Base Rent during the term of the sublease in respect of the subleased space, less the reasonable brokerage commissions retrofitting costs and Additional Rent due Landlord under this Leaselegal fees, if any, actually paid by Lessee to unaffiliated third parties in connection with such subletting.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof 22.1. Licensee, for the purpose or purposes herein specified and for no other purposesitself, in the manner and to substantially the extent now intendedits heirs, distributees, executors, administrators, legal representatives, successors, and assigns, covenants that it will not to transfer or assign this Lease or sublet said Demised Premisesassign, mortgage, or any part thereofencumber this Agreement, nor sublet the Cafe, whether by voluntary act, operation of law, law or otherwise, without obtaining the prior written consent of Landlord the City in each instance. Tenant shall seek such , which consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlordin the City’s sole discretion and shall not be a waiver discretion. If said assignment is required by any Licensee loan in the normal course of Landlordservicing any loan encumbering the Cafe, Licensed Premises or the Licensee’s rights under this Article as to any subsequent assignment or sublettingAgreement, the City shall, upon reasonable notice, provide its consent. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any Any assignment or sublease or other transfer in violation of this Lease Section shall be effective unless void. If this Agreement is assigned, or if the assignee, subtenant Cafe or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all any part of the termsCafe is subleased by anyone other than Licensee, covenants except as otherwise permitted by this Agreement, the City may, after Licensee’s Default, collect License Fee Payments from the assignee or sublessee and conditions apply the amount collected to License Fee Payments. No improper or prohibited assignment or sublet, or collection will be deemed (a) a waiver of the provisions of this Lease thereafter Section; (b) the acceptance of the assignee or sublessee; or (c) a release of Licensee from the further performance by Licensee of its covenants contained in this Agreement and Licensee shall remain primarily liable thereunder. The consent by the City to an assignment or sublease will not be performed by Tenant and shall agree construed to relieve Licensee from obtaining the City's prior written consent in writing to any further assignment or sublease. No permitted assignee or sublessee may assign or encumber its sublease or assignment or further sublease or assign all or any portion of its subleased space, or otherwise permit the subleased space or any part of its subleased space to be bound thereby. Should Tenant sublease used or occupied by others, without the City's prior written consent, obtained in accordance with the terms of this LeaseSection in each instance. 22.2. Notwithstanding the foregoing, if this Agreement is in full force and effect and there is no Licensee’s Default of its obligations hereunder, this Agreement may be: (a) assigned to an “Affiliate” of Licensee (an Affilate being a person or entity having not more than a 50% interset in the Licensee, (b) a legal successor of Licensee, or (c) any increase entity resulting from a merger or consolidation with Licensee; provided that (y) Licensee promptly provides the City with a fully executed copy of such assignment or sublease, and (z) the transfer is for a good business purpose and is not principally for the purpose of transferring the interest created hereby; and, in rental received the event of an assignment, the tangible net worth of the assignee after the assignment is at least equal to or in excess of the tangible net worth of Licensee immediately prior to such assignment. Further, principals of Licensee may transfer his/her respective interests in Licensee to their immediate family members(or trusts or other entities for the benefit of such immediate family members), employees or to any affiliate without requiring consent or notice. 22.3. The transfer of more than a majority of the issued and outstanding capital stock of Licensee, or a majority of the total interest in any other legal entity (partnership, joint venture, limited liability company, etc.) by Tenant over Licensee, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, will be deemed an assignment of this Agreement requiring the per square foot rental rate which is being paid City's consent in each instance. The transfer of outstanding capital stock of Licensee will not include any sale of such stock by Tenant shall be forwarded persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 22.4. Licensee agrees to and retained by Landlord, which increase shall be in addition pay to the Base Rent City reasonable counsel fees incurred by the City in connection with any proposed assignment of Licensee’s interest in this Agreement or any proposed subletting of the Cafe or any part thereof (including, without limitation, the preparation and/or review of any and Additional Rent due Landlord all documents in connection with any rights under this LeaseSection).

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposesX. Xxxxxx will not sell, in the manner and to substantially the extent now intendedmortgage, and not to transfer transfer, or assign this Lease Lease, or allow the same to be assigned by operation of law or otherwise, or sublet said the Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, use or permit the same to be used for any other purpose than stated in the Permitted Use Clause hereof without obtaining the prior written consent of Landlord in each instanceLandlord, which such consent will not be unreasonably withheld. Tenant shall seek such Written consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of sublease the Demised Premises shall be at Landlord’s sole discretion and shall not be in the form of a waiver of Landlord’s rights under this Article as consent line on the appropriate sub-lease agreement. B. If Landlord consents to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any an assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Demised Premises: i. the agreement between Tenant and sub-Tenant shall agree be on a lease form prepared by or approved by Landlord. ii. if the sub-lease or assignment results in writing to be bound thereby. Should Tenant sublease rental payments in accordance with excess of the monthly payments due and owing under the terms of this Lease, such excess rental payments shall be deemed to be rental payments due and owing Landlord. C. As a further condition to Xxxxxxxx’s consent to any increase subleasing, assignment or other transfer of part or all of Tenant’s interest in rental received by Tenant over the per square foot rental rate which is being paid by Demised Premises i. Tenant shall be forwarded required to pay Xxxxxxxx’s reasonable attorney’s fees and retained by other costs incurred in connection with the review and execution of any documentation in connection therewith; ii. any sub-Tenant of part or all of Tenant’s interest in the Demised Premises shall agree that in the event Landlord gives such sub-Tenant notice that Tenant is in default under this Lease, such sub-Tenant shall thereafter make all sublease or other payments directly to Landlord, which increase shall payments will be in addition received by Landlord without any liability whether to honor the Base Rent and Additional Rent sublease or otherwise (except to credit such payments against sums due Landlord under this Lease), and such sub-Tenant shall agree to attorn to Landlord, or its successors and assigns, at its request should this Lease be terminated for any reason. In no event shall Landlord or its successors or assigns be obligated to accept such attornment; and iii. Landlord may require that Tenant not then be in default under this Lease in any respect. If Tenant files any type of petition in bankruptcy or has the same filed against it and Landlord does not elect to terminate this Lease, and if the trustee or receiver appointed by the bankruptcy court attempts to assume this Lease and thereupon assign it to a third party, then Landlord shall have the right to terminate this Lease within thirty (30) days upon gaining knowledge of such attempted assumption and assignment, or upon being given written notice of same by Xxxxxx, whichever is later. D. Any sale, hypothecation, transfer, assignment or subletting which is not in compliance with the provisions of this Article shall be voidable by Landlord and shall, at the option of Landlord, constitute a default under this Lease. Xxxxxxxx’s acceptance of rent directly from any subtenant, assignee or other transferee shall not be construed as Landlord’s approval or consent thereto nor Landlord’s agreement to accept the attornment of any subtenant in the event of any termination of this Lease. In no event shall Xxxxxxxx’s consent to an assignment or subletting be construed as (i) relieving Tenant from the obligation to obtain Landlord’s express written consent to any further assignment or subletting or (ii) releasing Tenant from any liability or obligation hereunder whether or not then accrued, and Tenant shall continue to be fully, jointly and severally liable hereunder.

Assignment or Subletting. 14.1 Tenant agrees shall not offer to use and occupy the Demised Premises throughout the entire term hereof for the purpose assign to sublet or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intendedthis Lease, and Tenant shall not to transfer or assign this Lease or sublet said Demised the Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, and of any mortgagee of the Premises if required. Any attempted assignment or subletting without consent shall be invalid. In the event of any permitted assignment or subletting, Tenant shall remain fully responsible and liable for payment of Rent and performance of all of Tenant’s other covenants under this Lease. No assignment or subletting shall be permitted or be binding upon Landlord unless the assignee or subtenant shall deliver to Landlord an instrument acceptable to Landlord (in recordable form, if requested) containing, among other things, an agreement of assumption of all of Tenant’s obligations under this Lease accruing thereafter for the space so sublet or assigned. Tenant agrees to pay all reasonable costs and expenses incurred by Landlord in each instance. Tenant shall seek such consent connection with Landlord’s review of Landlord by a written request thereforany proposed assignment or subletting (including charges for the time of Landlord’s internal personnel), setting forth such information as and Landlord may deem necessaryrequire that Tenant deliver a deposit with Landlord prior to Landlord’s review of the proposed assignment or subletting. Consent Upon the occurrence of an event of default, if all or any part of the Premises are then assigned or sublet, Landlord, in addition to any other remedies shall have the right, but not the obligation, to collect directly from the assignee or subtenant all Rent becoming due to Landlord. Any collection by Landlord to any assignment from the assignee or subtenant shall not be construed as a waiver or release of Tenant from the further performance of the covenants of this Lease or the making of a new lease with such assignee or subtenant. 14.2 Landlord may, in its reasonable discretion, refuse to give its consent to any proposed assignment or subletting for any reasonable reason, including, but not limited to, the financial condition, creditworthiness or business reputation of the Demised proposed assignee or subtenant, the prevailing market or quoted rental rates for space in the Building or other comparable buildings, and the proposed use of the Premises by, or business of, the proposed assignee or subtenant. In addition, in lieu of giving its consent, if the proposed subletting is for substantially all of the Premises or in the event Tenant proposed to assign the Lease, Landlord may, at its option, within thirty (30) days after receiving notice of the proposal, terminate this Lease by giving Tenant thirty (30) days written notice of termination, whereupon each party shall be at Landlord’s sole discretion released from any further obligations and liability hereunder. 14.3 The term “assign” or “sublet”, or any form of such words as used herein, shall not be a waiver include (1) any merger, consolidation, voluntary and involuntary transfer by operation of Landlord’s rights under this Article as to any subsequent assignment law or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment otherwise, (2) sale, transfer or subleasing shall relieve the Tenant from any creation of stock by which an aggregate of more than 50% of Tenant’s obligations stock shall be vested in a party or parties who are not stockholders as of the Lease Date. Tenant may assign or sublet as set forth in (1) and (2) above with prior written notice to Landlord but without Landlord’s approval. 14.4 In the event Tenant shall sublet all or a portion of the Premises or assign this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assignsLease, all of the terms, covenants and conditions sums of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental money or other economic consideration received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlordor its affiliates, directly or indirectly, as a result of such subletting or assignment, whether denominated as rent or otherwise, which increase shall be exceed in addition the aggregate the total sums which Tenant is obligated to the Base Rent and Additional Rent due pay Landlord under this LeaseLease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable to Landlord as Additional Rent under this Lease without effecting or reducing any other obligation of Tenant hereunder.

Assignment or Subletting. Tenant Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor in each instance. Tenant Lessee shall seek such consent of Landlord Lessor by a written request therefor, setting forth such information as Landlord Lessor may deem necessary. Consent by Landlord Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights Lessor's right under this Article as to any subsequent assignment or subletting. Landlord’s Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant Lessee from any of Tenant’s Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LandlordLessor, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant Lessee and shall agree in writing to be bound thereby. Should Tenant Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Tenant Lessee over the per square foot rental rate which is being paid by Tenant Lessee shall be forwarded to and retained by LandlordLessor, which increase shall be in addition to the Base Rent and Additional Rent due Landlord Lessor under this Lease.

Assignment or Subletting. Tenant agrees to use and occupy shall not (i) assign, convey, or mortgage this Sublease or any interest under it; (ii) allow any transfer of the Demised Premises throughout the entire term hereof for the purpose Sublease or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or any lien upon Tenant’s interest by operation of law; (iii) sub-sublet said Demised Premises, all or any part thereofof the Premises; or (iv) permit the occupancy of all or any part of the Premises by anyone other than Tenant, whether by voluntary act, operation of law, or otherwise, without obtaining the except with Xxxxxxxx’s prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at and Prime Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease containedconsent, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Paragraph 12 and the Prime Lease; provided that consent from Landlord shall not be required in connection with any “Permitted Transfer,” as such term is defined under Section 9.1(e) of the Prime Lease. Xxxxxxxx’s consent to an assignment of this Sublease or a sub-subletting of the Premises shall not be unreasonably withheld, and Landlord shall use commercially reasonable efforts to obtain the consent of Prime Landlord if its consent is required under the Prime Lease. If Prime Landlord grants its consent to any increase in rental received such transfer, Landlord shall be deemed to have granted its consent. Any reasonably incurred cost of obtaining Prime Landlord’s consent shall be borne by Tenant over the per square foot rental rate which is being paid Xxxxxx. No permitted assignment shall be effective and no permitted sub- subletting shall commence unless and until any default by Tenant shall be forwarded to and retained by Landlord, which increase have been cured. No permitted assignment or sub-subletting shall be in addition to the Base Rent and Additional Rent due Landlord relieve Tenant from its obligations under this LeaseSublease, and Tenant shall continue to be liable as a principal and not as a guarantor or surety, as though no assignment or sub-subletting had occurred.

Assignment or Subletting. Tenant agrees shall have the right ------------------------ to use and occupy the Demised Premises throughout the entire term hereof for the purpose make or purposes herein specified and for no other purposespermit an assignment of this Lease, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, a sublease of all or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at or any assignment, sublease, transfer, mortgage, pledge or encumbrance of all or any part of Tenant's interest under this Lease or in the Demised Premises, by operation of law or otherwise, or the use or occupancy of all or any part of the Demised Premises by anyone other than Tenant (any of the foregoing events are herein after referred to as "Transfer by Tenant"), provided Tenant obtains Landlord’s sole discretion and 's prior written consent, which consent shall not be unreasonably withheld. Any such Transfer by Tenant without Landlord's prior written consent shall be void and shall constitute a default under this Lease. In the event Landlord consents to any Transfer by Tenant, Tenant shall not be relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Tenant had been made, unless specifically provided to the contrary in Landlord's prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of Landlord’s rights under the provisions of this Article as Section or of any other provision of this Lease and any consent by Landlord to Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Tenant. In the event that rents paid pursuant to a Transfer by Tenant exceed Tenant's rental obligations hereunder, Landlord and Tenant shall share equally the excess amount. It is understood and agreed that in the event Tenant has vendors or contractors occupying portions of the Premises pursuant to contracts or on-going business of the Tenant, for purposes of this provision it will not be considered an assignment or sublettingsublease. Notwithstanding the foregoing, Landlord shall, at Landlord’s rights 's option, have the right in lieu of consenting to assign a Transfer by Tenant, to terminate this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve as to the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all portion of the terms, covenants and conditions of this Lease thereafter Demised Premises as is subject to be performed the proposed Transfer by Tenant and to enter into a new lease with the proposed transferee and receive directly with the proposed transferee the consideration agreed to be given by such transferee to Tenant for the Transfer by Tenant. In the event Landlord consents to a Transfer by Tenant, any option to renew this Lease or right to extend the Lease Term shall agree automatically terminate unless otherwise agreed in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. A. Tenant agrees shall not have the right to use and occupy the Demised Premises throughout the entire term hereof for the purpose assign or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign encumber this Lease or sublet said Demised Premises, or license any part thereof, whether by voluntary act, operation of law, or otherwise, the Premises without obtaining the prior written consent of Landlord in each instanceLandlord. If Tenant desires to take any such action, Tenant shall seek submit to Landlord, in writing, the name of the proposed assignee, licensee, encumbrance holder or subtenant and the nature, financial condition, and character of the business of such consent entity. An assignment or other transfer of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord Tenant’s interest under the Lease or Tenant’s right to any assignment of use the Premises shall not operate to release Tenant from its obligations under this Lease or and Tenant shall continue to any subletting be responsible for such obligations from and after the date of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or sublettingother transfer. Landlord’s rights consent to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease containedassignment, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such not constitute consent to any other assignment, sublease or transfer. B. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, assume Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in writing the following instances: (i) if, in Landlord’s reasonable judgment, the character, reputation, or business of the proposed assignee or sublessee is not consistent with the quality of the other tenants in the Project; (ii) the assignee or sublessee intends to use the space being transferred for a use which is not permitted under this Lease or is not suitable for the benefit Premises; (iii) the assignee or sublessee intends to use the space or the Building in a manner that would materially increase the pedestrian or vehicular traffic to the Premises or the Building or would adversely affect the mechanical systems or structural components of the Building; or (iv) the assignee or sublessee offers services or goods similar to Landlord or is otherwise a competitor of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained as determined by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant agrees 11.1 Lessee shall not assign this Lease, or any interest herein, or sublet or allow any other person, firm, or corporation to use and or occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor, which consent will not be unreasonably withheld or delayed. Lessor shall have the right to make such investigations as it deems reasonable and necessary in each instancedetermining the acceptability of the proposed assignee or subtenant. Tenant Such investigations may include inquiries into the financial background, business history, capability of the proposed assignee or subtenant in its line of business, and the quality of its operations. Under no circumstances shall seek such Lessor be obligated to consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any the assignment of this Lease or to any the subletting of the Demised Premises to any entity whose operations violate the restrictive covenants described in Section 26 hereof. Lessee shall provide to Lessor such information as Lessor may reasonably require to enable it to determine the acceptability of the proposed assignee or subtenant, including information concerning all of the foregoing matters, and Lessor shall have no obligation to consent to any assignment or subletting unless it has received from Lessee (at no cost or expense to Lessor) the most recent audited financial statements of the proposed assignee or subtenant and such other information as Lessor reasonably requires. For purposes of this Section 11, a transfer of more than fifty percent (50%) of the outstanding and issued voting stock of Lessee shall be at Landlord’s sole discretion deemed an assignment within the meaning of and be governed by this Paragraph. Lessor specifically acknowledges that a Public Offering or private placement of the stock of Lessee in which new shares are issued for fair value determined by the board of Lessee shall not be considered an assignment requiring the Lessors consent hereunder. No assignment or subletting (with or without the consent of Lessor) shall release Lessee from its obligations under this Lease nor shall Lessee permit this Lease or any interest herein or in the tenancy hereby created to become vested in or owned by any other person, firm, or corporation by operation of law or otherwise. The power of Lessor to give or withhold its consent to any assignment or subletting shall not be exhausted by the exercise thereof on one or more occasions, but shall be a continuing right and power with respect to any type of transfer, assignment or subletting. 11.2 If Lessee shall assign this Lease or sublet the Premises in any way not authorized by the terms hereof, the acceptance by Lessor of any Amount Due from any person claiming as assignee, sublessee, or otherwise shall not be construed as a recognition of or consent to the assignment or subletting or as a waiver of Landlord’s rights the right of Lessor thereafter to collect any rent from Lessee, it being agreed that Lessor may at any time accept any Amount Due under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any person offering to pay it without thereby acknowledging the person so paying as a lessee in place of Tenant’s Lessee herein named, and without releasing Lessee from the obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, and without recognizing the claims under which such person offers to pay any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant Amount Due, but it shall be forwarded taken to and retained be a payment on account by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseLessee.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and may not to transfer or assign this Lease (whether voluntary or involuntarily, by operation of law or otherwise), or sublet said Demised Premises, the Leased Premises or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instanceLandlord, which consent will not be unreasonably withheld, delayed, or conditioned. Tenant shall seek No such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent assignment or subletting if approved by Landlord to shall relieve Tenant of any of its obligations hereunder, and, the performance or nonperformance of any of the covenants herein contained by subtenants shall be considered as the performance or the nonperformance by Tenant. A merger, consolidation or sale of substantially all (50% or more) of the assets of Tenant or a transfer of a substantial ownership interest (50% or more) in Tenant, except for transfers by will or otherwise upon death, shall constitute an assignment of this Lease for the purpose of this paragraph. Any consent to assignment or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and given by Landlord shall not be constitute a waiver of Landlord’s rights under this Article as necessity for such consent to any a subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall Notwithstanding any assignment or sublease or other transfer sublease, Tenant and all Guarantors shall remain fully liable under the terms and conditions of this Lease and shall not be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all released from performing any of the terms, covenants and conditions hereof. Any assignee or subtenant (in addition to Tenant) shall be personally responsible for all payments, conditions, covenants and agreements contained in or provided by this Lease. Any assignment or subletting in violation of this Lease thereafter paragraph 21 shall be null and void, and at Landlord’s option, shall constitute a default under this Lease. Tenant hereby assigns and transfers to Landlord all of Tenant’s interest in all rentals and income arising from any sublease made by Tenant, and Landlord may collect such rent and income and apply same toward Tenant’s obligations under this Lease. Landlord shall not, by reason of this or any other assignment of such sublease to Landlord nor by reason of the collection of the rents from a subtenant, be deemed liable to the subtenant for any failure of Tenant to perform and comply with any of Tenant’s obligations to such subtenant under such sublease. Tenant hereby irrevocably authorizes and directs any such subtenant, upon receipt of a written notice from Landlord stating that a default exists in the performance of Tenant’s obligations under this Lease, to pay to Landlord the rents due and to become due under the sublease. Tenant agrees that such subtenant shall have the right to rely upon any such statement and request from Landlord, and that such subtenant shall pay such rents to Landlord without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary. Tenant shall have no right or claim against said subtenant or Landlord for any such rents so paid by said subtenant to Landlord. No sublease entered into by Tenant shall be effective unless and until it has been approved in writing by Landlord. In entering into any sublease, Tenant shall use only such form of sublease as is reasonably satisfactory to Landlord, and once approved by Landlord, such sublease shall not be changed or modified without Landlord’s prior written consent. Any subtenant shall, by reason of entering into a sublease under this Lease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every obligation herein to be performed by Tenant other than such obligations as are contrary to or inconsistent with provisions contained in a sublease to which Landlord has expressly consented in writing. No subtenant shall further assign or sublet all or any part of the Leased Premises without Landlord’s prior written consent, which will not be unreasonably withheld or delayed. In any situation in which Landlord consents to an assignment or sublease hereunder, Tenant shall promptly deliver to Landlord a fully executed copy of the final sublease agreement or assignment instrument and all ancillary agreements relating thereto. No assignment shall agree in writing be effective unless the assignee has agreed within the assignment instrument to assume the obligations of Tenant hereunder and to be personally bound therebyby all of the covenants, terms and conditions hereof on the part of Tenant to be performed or observed hereunder. Should If Tenant sublease shall assign or sublet the Premises or request the consent of Landlord to any assignment or subletting or if Tenant shall request the consent of Landlord for any act Tenant proposes to do then Tenant shall pay Landlord’s reasonable costs and expenses incurred in accordance connection therewith, including attorneys, architects’, engineers’ or other consultants’ fees. In addition, Tenant shall pay to Landlord, as additional rent, all reasonable additional direct and indirect expenses incurred by Landlord due to any such assignee or sublessee taking possession of the Premises, including, but not limited to, freight elevator operation, security service, janitorial service and rubbish removal. Landlord reserves the right to condition any approval to assign or sublet upon Landlord’s determination that (i) the proposed assignee or subtenant shall conduct a business on the Premises of a quality substantially equal to that of Tenant and consistent with the terms general character of this Leasethe other occupants of the Building, any increase in rental received by Tenant over and (ii) the per square foot rental rate which is being paid by proposed assignee or subtenant be financially responsible. Tenant shall be forwarded have an unrestricted right, at any time during the lease term or any extension period, without Landlord’s approval, to and retained by Landlordassign the lease or to sublease all or any portion of the Premises to any successor organization (defined as a parent, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasesubsidiary or affiliated entity resulting from a merger, acquisition or reorganization of Tenant).

Assignment or Subletting. A. If Tenant agrees requests Landlord’s consent to use and occupy an assignment of the Demised Premises throughout Lease or subletting of all or a portion of the entire term hereof for the purpose or purposes herein specified and for no other purposesPremises, it shall submit to Landlord, in writing, (i) the manner name and legal composition of the proposed assignee or subtenant, (ii) the use to substantially which the extent now intended, and not proposed assignee or subtenant intends to transfer or assign this Lease or sublet said Demised put the Premises, (iii) the terms and conditions of the proposed assignment or sublease and of any part thereof, whether by voluntary act, operation of law, related transaction between Tenant and the proposed assignee or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek subtenant; (iv) such consent of Landlord by a written request therefor, setting forth such publicly disclosed information as Landlord may deem necessary. Consent reasonably request to explain the transaction; and (v) reimbursement for all reasonable out of pocket costs incurred by Landlord Landlord, including actual attorneys’ fees, in connection with evaluating the request and preparing any related documentation. B. The Landlord’s consent to any such proposed assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be unreasonably withheld or delayed. Landlord shall be considered to have reasonably denied its consent to a waiver of Landlord’s rights under this Article as to any subsequent proposed assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No sublease if: (i) Tenant has not given Landlord fifteen (15) days’ prior written notice of such assignment or subleasing sublease, which notice shall relieve include all information and documentation reasonably required to satisfy the above conditions; (ii) Tenant from is in default beyond any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall applicable cure period at the time of the assignment or sublease (but at such assignmenttime as any default is cured, the assignment or sublease may proceed); and (iii) The assignee or transfersublessee fails to furnish Landlord at least ten (10) days prior to the effective date of the assignment or sublease, a written assignment instrument in which assignee or sublessee agrees to assume in writing for the benefit of Landlord, its successors and assigns, be bound by all of the termsconditions, covenants obligations and conditions agreements of this Lease thereafter to be performed by Tenant and shall agree contained in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease. C. Provided that the consent requirement of this Section 24 shall be ineffective and no consent shall be required in the case of an assignment or sublease by Tenant to a corporation which is the parent or subsidiary of or is controlled by Tenant, or to an entity that acquires all or substantially all of Tenant’s or a group or division of Tenant’s assets or to a corporation, partnership or limited liability company resulting from any reorganization, merger, spin-off or divestiture to which Tenant or its parent or any of its subsidiaries or any corporation or limited liability company controlled by it is a party.

Assignment or Subletting. Tenant agrees Sublessee shall not have the right to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or (a) ------------------------ assign this Lease or sublet said Demised Premises, Sublease or any part thereof, whether by voluntary act, operation of law, interest under it or otherwise, without obtaining (b) further sublet the prior Sublease Premises unless Sublessee has obtained the written consent of Landlord the Prime Lessor for any such assignment or sublease, which consent may be given or withheld by Sublessor for any reason whatsoever, in each instanceSublessor's sole discretion. Tenant On and after January 1, 2002, Sublessor shall seek have the right to locate a new sublessee and enter a new sublease for the Sublease Premises, provided that if Sublessor enters into a new sublease, Sublessee shall automatically be released from libility for any lossess, damages, or expenses which are attributable to the acts or omissions of such consent new sublessee. Sublessee shall not be relieved of Landlord its obligation to pay Sublease Rent, Sublease Operating Expenses, Sublease Real Estate Taxes, or electricity costs in the event the Subleased Premises are sublet to a new sublessee; however, any payments received by Sublessor from a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting new sublessee of the Demised Sublease Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights credited to the amounts owed by Sublessee to Sublessor under this Article as to any subsequent assignment Sublease. Any merger or subletting. Landlord’s rights to assign this Lease are and consolidation of Sublessee, wherein Sublessee is not the surviving company, shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter deemed to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord an assignment under this LeaseSublease.

Assignment or Subletting. A. Tenant agrees to use and occupy shall not (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Tenant's interest by operation of law; (iii) further sublet the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether ; or (iv) permit the occupancy of the Premises or any part thereof by voluntary act, operation of law, or otherwiseanyone other than Tenant, without obtaining the Landlord's prior written consent. Landlord's consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any an assignment of this Lease Sublease or to any subletting a further sublease of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver unreasonably withheld, and if Landlord consents thereto, Landlord shall use reasonable efforts to obtain the consent of Prime Landlord if such consent is required to be obtained under the Prime Lease. Prime Landlord’s rights under this Article as 's refusal to any subsequent assignment or subletting. Landlord’s rights consent to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any an assignment or sublease or other transfer shall not be deemed to be an unreasonable withholding of this Lease consent by Landlord hereunder. Any cost of obtaining Prime Landlord's consent shall be borne by Tenant. B. No permitted assignment shall be effective and no permitted sublease shall commence unless the assignee, subtenant and until any default by Tenant hereunder shall have been cured. No permitted assignment or transferee subletting shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors relieve Tenant from Tenant's obligations and assigns, all of the terms, covenants agreements hereunder and conditions of this Lease thereafter Tenant shall continue to be performed by Tenant liable as a principal and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition not as a guarantor or surety to the Base Rent and Additional Rent due Landlord under this Leasesame extent as though no assignment or subletting had been made.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Except for an assignment to Tenant's Affiliate (as hereinafter defined), Tenant shall will seek such consent of Landlord by a written request therefortherefore, setting forth such information as Landlord may deem necessary. For the purposes of this Lease, "Tenant's Affiliate" means a corporation then owned or controlled by Tenant with financial wherewithal and net worth acceptable in all respects to Landlord. Tenant agrees to provide Landlord with prior written notice, a copy of any proposed assignment documentation and any other information requested by Landlord regarding Tenant's Affiliate prior to a transfer to Tenant's Affiliate. Landlord agrees not to withhold consent unreasonably. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall will not be a waiver of Landlord’s rights right under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall will remain unqualified. No such assignment or subleasing shall will relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall will any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume assumes in writing for the benefit of Landlord, its successors and or assigns, all of the terms, covenants covenants, and conditions of this Lease thereafter to be performed by Tenant Landlord and shall agree agrees in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall will be forwarded to and retained by Landlord, which increase shall will be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant agrees Any activity with respect to use this Sublease which could be construed to be covered by the "Assignment and occupy Subletting" provisions of Section 17 of the Demised Premises throughout Master Lease (as modified by this Sublease) shall be subject to the entire term hereof consent of Sublandlord in addition to the consent of Landlord, as set forth in Section 17 of the Master Lease and shall be subject Landlord's rights pursuant to Section 17.5 of the Master Lease to receive fifty percent (50%) of the amount by which Base Rent and all other consideration paid or payable hereunder exceeds Base Rent (allocable to the Premises) payable under the Master Lease for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and Term of this Sublease. Subtenant shall not to transfer or assign this Lease Sublease or further sublet said Demised Premises, the Premises (or any part portion thereof, whether by voluntary act, operation ) to any party other than a wholly-owned subsidiary of law, or otherwise, Subtenant without obtaining the prior written consent of Landlord Sublandlord, which consent may be withheld in each instanceSublandlord's sole and absolute discretion. Tenant shall seek such consent Notwithstanding any further sublease of Landlord the Premises (or any part thereof) by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any Subtenant or assignment of this Lease Sublease, Subtenant shall at all times remain liable for the payment of Rent and any other charges payable by Subtenant pursuant to this Sublease and for compliance with all of Subtenant's other obligations under this Sublease. For purposes of this Sublease, any change or to any subletting transfer of more than fifty percent (50%) of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver voting stock of Landlord’s rights under this Article as to any subsequent assignment Subtenant or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, substantially all of the terms, covenants and conditions assets of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant Subtenant shall be forwarded to and retained by Landlord, which increase considered an assignment requiring Sublandlord's prior written consent. Any other change or transfer of more than fifty percent (50%) of the voting stock of Subtenant or transfer of substantially all of the assets of Subtenant shall be in addition to the Base Rent and Additional Rent due Landlord under this Leaseconsidered an assignment requiring Sublandlord's prior written consent.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining 8.1 Except with the prior written consent of Master Landlord in each instance(subject to provisions of 9.1 and 9.5 of the Master Lease) and Sublandlord, which consent shall not be withheld or delayed if Master Landlord consents, Subtenant shall not (a) assign, convey or mortgage this Sublease or any interest under it; (b) allow any transfer thereof or any lien upon Subtenant’s interest by operation of law; (c) further sublet the Premises or any part thereof or (d) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. Tenant shall seek such Master Landlord’s consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment or Sublease of this Lease or to any subletting of the Demised Premises Sublease shall be at in accordance with the Master Lease Sublandlord shall use reasonable efforts to obtain the consent of Master Landlord. All costs of obtaining Master Landlord’s sole discretion and Sublandlord’s consent (including legal fees) shall be borne by Subtenant. Sublandlord shall not be a waiver of Landlordrequired to consent to any assignment or Sublease by Subtenant where Master Landlord withholds its consent. 8.2 No permitted assignment shall be effective and no permitted sublease shall commence unless and until any Default by Subtenant hereunder has been cured. No permitted assignment or subletting shall relieve Subtenant from Subtenant’s rights obligations and agreements under this Article Sublease and Subtenant shall continue to be liable as a principal and not as a guarantor or surety, to any subsequent the same extent as though no assignment or sublettingsubletting had been made. Landlord’s rights Consent to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease shall not be deemed to release Subtenant from its requirement to obtain consent for any future assignment or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasesublease.

Assignment or Subletting. Tenant agrees acknowledges that Landlord has entered into this Lease because of Tenant’s financial strength, goodwill, ability and expertise and that accordingly, this Lease is personal to use and occupy the Demised Premises throughout the entire term hereof for the purpose Tenant. Taking this into consideration, Tenant shall not assign, mortgage, sublet, pledge or purposes herein specified and for no other purposesencumber this Lease, in whole or in part, except with the manner and to substantially written consent of the extent now intendedLandlord, and which shall not to transfer or be unreasonably withheld, except that Tenant may assign this Lease or sublet said Demised its interest therein or sublease the Premises to Tenant’s parent corporation, Tenant’s direct subsidiaries or entities under common control with Tenant or to Tenant’s successor by way of merger, consolidation, sale of assets, joint venture controlled by Tenant, or partnership of which Tenant is the sole general partner without the consent of Landlord. Tenant agrees that, in the event of any such assignment or subletting, Tenant and its assignee or sublessee shall nevertheless remain jointly and severally liable for the performance of all terms, covenants, and conditions of this Lease. Landlord’s failure to deny Tenant’s written request for consent within ten (10) days after receipt shall be deemed consent to such request. In the event the Landlord consents to an assignment of the Lease, any money, additional rent or other consideration to be paid to Tenant for the assignment shall be paid to the Landlord as partial consideration for the Landlord’s consent to the assignment. In the event the Landlord consents to a sublease of the Premises, or any part portion thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of pay to the Landlord fifty percent (50%) any money, rent or other consideration paid to the Tenant by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting subtenant in excess of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all pro-rata portion of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is rent for such space then being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease, less Tenant’s actual costs of such subletting. All sums payable hereunder by Tenant shall be paid to Landlord as additional rent immediately upon the receipt thereof by Tenant.

Assignment or Subletting. Tenant agrees not to use and occupy the Demised Premises throughout the entire term hereof for the purpose sell, assign, mortgage, pledge or purposes herein specified and for no other purposes, in the any manner and to substantially the extent now intended, transfer this Lease or any estate or interest there under and not to transfer or assign this Lease or sublet said Demised Premises, the Leased Premises or any part thereof, whether by voluntary act, operation of law, or otherwise, parts thereof without obtaining the prior written consent of Landlord in each instance. Tenant instance which consent shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessarynot be unreasonably withheld. Consent by Landlord to any one assignment of this Lease or to any one licensing or subletting of the Demised Leased Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s 's rights under this Article hereunder as to any subsequent assignment or subletting. Landlord’s 's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall For any assignment or sublease of 20,000 square feet or more in a single or series of related transactions, (i) the Landlord shall not be required to consent in any event unless the Tenant shall concurrently pay the applicable Improvement Prepayment Amount and Deferred Base Prepayment Amount (or a comparably calculated amount for an assignment date that is in a month other transfer of this Lease than during a month for which a prepayment amount is shown), as shown on Exhibit C, attached, and (ii) the Landlord shall have the option to elect to enter into a new lease, directly with the proposed assignee or subtenant, on the same terms and conditions as the proposed sublease or assignment. 5. This Amendment shall not be effective unless until Tenant establishes the assigneesecurity deposit provided for in section 1.5, subtenant as amended. If the security deposit ii not established on or transferee before December 30, 2002, this amendment shall at the time be void and of such assignment, sublease or transfer, assume in writing no effect. 6. Tenant shall promptly upon request reimburse Landlord for the benefit of Landlord, its successors and assigns, all of the termsits costs and expenses incurred in connection with this Amendment. 7. ALL OTHER TERMS AND CONDITIONS OF THE LEASE AGREEMENT, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this LeaseAS AMENDED, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.SHALL

Assignment or Subletting. Tenant agrees to shall use and occupy the Demised Premises throughout the entire term hereof Term only for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and shall not to transfer or assign this Lease or sublet said the Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance, which consent may be withheld by Landlord in its sole discretion, except however, Landlord shall not unreasonably withhold its consent to a sublease if the sublessee has a net worth greater than One Million Dollars . Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary, which if the consent requested is for a sublease with a sublessee purported to have a net worth greater than one million dollars must include a letter of intent and a current and complete financial statement certified by the sublessee or an officer of the sublessee if sublessee is an entity. If a sublease approval by Landlord is for a sublessee having a net worth greater than one million dollars, Landlord shall not disapprove a sublease or terms thereof that are consistent with the letter of intent provided to Landlord. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be deemed a consent or waiver of Landlord’s rights right under this Article as to any subsequent assignment or subletting. Sale, assignment, or change of ownership of Tenant or a sale of all or substantially all of the assets of Tenant, will require Landlord consent, which consent may be withheld by Landlord in its sole discretion, unless Tenant provides to Landlord evidence satisfactory to Landlord, including a financial statement certified by the purchaser, assignee or successor owner evidencing the purchaser, assignee or successor owner has a net worth of not less than one million dollars and such purchaser, assignee or successor owner expressly assumes Tenant’s obligations under this Lease by an assignment in form satisfactory to Landlord (if such conditions are satisfied, herein a “Permitted Assignee”). Tenant shall provide notice to Landlord of any public offering of interests in Tenant and Landlord consent thereof shall not be required. Landlord’s rights right to assign this Lease are is and shall remain unqualifiedunqualified upon any sale or transfer of the Building and, providing the purchaser succeeds to the interest of Landlord under this Lease, Landlord shall thereupon be entirely freed of all obligations of the Landlord hereunder, and shall not be subject to any liability resulting, from any act or omission or event occurring after such conveyance. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and or assigns, all of the terms, covenants covenants, and conditions of this Lease thereafter to be performed by Tenant and shall agree such assumption is in writing form satisfactory to be bound therebyLandlord. Should Tenant sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental and other consideration received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant agrees Any assignment or subletting will be subject to use the terms and occupy conditions of the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intendedPrime Lease, and not to transfer if no consent is required by Prime Lessor under the terms of the Prime Lease, then the following provision will control the agreement between Sublessor and Sublessee regarding any assignment of this Sublease or subletting of the Sublease Premises: Sublessee may assign this Lease Sublease or sublet said Demised Premises, all or any part thereofportion of the Sublease Premises to any entity that is owned at least seventy-five percent (75%) by Lithia Motors, whether by voluntary actInc. without the prior written consent of, operation of lawbut with prior notice to, Sublessor. Sublessee may so assign or otherwise, without obtaining sublet to any other party only with the prior written consent of Landlord Sublessor. which consent shall not be unreasonably withheld or delayed if the proposed assignment or subletting is in each instance. Tenant shall seek connection with the sale of the business located on the Sublease Premises, or otherwise may be withheld in Sublessor's sole and absolute discretion in all other circumstances, and provided further that: (1) such consent to any assignment or subletting shall not relieve Sublessee from its obligations as primary obligor (and not as surety or guarantor) for the payment of Landlord by all rental due hereunder, and for the full and faithful observance and performance of the covenants, terms and conditions herein contained; (2) the proposed subtenant or assignee is engaged in a written request thereforbusiness and the Sublease Premises will be used in a manner which is in keeping with the use provisions contained herein: (3) the proposed subtenant or assignee is a reputable party of reasonable financial worth in light of the responsibilities involved, setting forth such information as Landlord may deem necessaryand Sublessee shall have provided Sublessor with reasonable proof thereof: and (4) Sublessee is not in default hereunder at the time it makes its request. Any dissolution. merger. consolidation or other reorganization of Sublessee, or the sale or transfer of a controlling percentage of the corporate stock of Sublessee. shall constitute and be deemed an assignment for purposes of this Paragraph. Consent by Landlord Sublessor to any an assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver construed to relieve Sublessee from obtaining the consent of Landlord’s rights under this Article as Sublessor to any subsequent any' further assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall the collection of rent by Sublessor from any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time other occupant be deemed a waiver of such assignment, sublease this covenant or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all an acceptance of the terms, assignee or subtenant as Sublessee or a release of Sublessee from the covenants and conditions of in this Lease thereafter Sublease on Sublessee's part to be performed by Tenant Sublessee and any assignee or subtenant shall agree in writing be jointly and severally liable for the obligations of this Sublease. Sublessee shall not permit any part of the Sublease Premises to be bound therebyused or occupied by any persons other than Sublessee and the employees of Sublessee, nor shall Sublessee permit any part of the Sublease Premises to be used or occupied by any licensee or concessionaire, or permit any persons to be upon the Sublease Premises other than Sublessee. Should Tenant sublease in accordance and employees, customers and others having lawful business with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseSublessee.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and A. Subtenant shall not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instanceSublandlord (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Subtenant’s interest by operation of law; (iii) further sublet the Premises or any part thereof; or (iv) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. Tenant shall seek such Sublandlord’s consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any an assignment of this Lease Sublease or a further sublease of the Premises shall not be unreasonably withheld, and if Sublandlord consents thereto, Sublandlord shall use reasonable efforts to obtain the consent of Prime Landlord if such consent is required to be obtained under the Prime Lease. Any reasonable cost of obtaining Prime Landlord’s consent shall be borne by Subtenant. B. No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Subtenant hereunder shall have been cured. No permitted assignment or subletting shall relieve Subtenant from Subtenant’s obligations and agreements hereunder and Subtenant shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made. C. Notwithstanding anything in Section 12(A) or Section 12(B) to the contrary, Subtenant may assign or sublease part or all of the Premises without Sublandlord’s consent to: (i) any corporation or partnership that controls, is controlled by, or is under common control with, Subtenant; or (ii) any corporation resulting from the merger or consolidation with Subtenant or to any subletting entity that acquires all of Subtenant’s assets as a going concern of the Demised Premises shall be at Landlordbusiness that is being conducted on the Premises, as long as the assignee or sublessee is a bona fide entity and assumes all of the obligations of Subtenant under this Sublease. Sublandlord’s sole discretion and consent also shall not be required in connection with a waiver public offering of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed stock by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseSubtenant.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose shall not assign, mortgage or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign encumber this Lease nor sublet or sublet said Demised Premises, permit the Leased Premises or any part thereof, whether thereof to be used by voluntary act, operation of law, or otherwiseothers, without obtaining the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, or delayed. Tenant shall seek such The consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any an assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver construed to relieve Tenant from obtaining the consent of Landlord’s rights under this Article as the Landlord to any subsequent further assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve The consent by Landlord will not be given unless: a) the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at assignee assumes the time of such assignmentTenant's obligations under this Lease, sublease and b) Tenant remains liable for all its obligations under this Lease, including extensions or transfer, assume renewals provided for herein. Nor will consent be given if Tenant is in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms default of this Lease, any increase . Tenant shall notify Landlord of the name of each proposed assignee or subtenant and shall provide information to Landlord pursuant to the financial standing of the proposed assignee or subtenant and shall offer to surrender such space to Landlord. Any subtenant controlled rent or other gain or profit in rental received by Tenant over excess of the per square foot rental rate which is base rent and additional rent then being paid by Tenant pursuant to this Lease realized by Tenant from such assignment or subletting shall be forwarded shared by Tenant - 50% and Landlord - 50% as additional rent, except in the case of a sublease or assignment to and retained by an affiliate or subsidiary of Tenant, in which case Tenant shall retain 100% of any excess profit. Tenant shall have the absolute right without the consent of Landlord, which increase but upon notice to Landlord, to assign all of its rights under the Lease to any parent, subsidiary and/or affiliate of Tenant so long as such assignment does not decrease the value of Tenant and provided that Tenant shall be remain liable for the full performance of all obligations of Tenant under this Lease and provided that Tenant is not in addition to the Base Rent and Additional Rent due Landlord default under this Lease.

Assignment or Subletting. Without the prior written consent of Landlord, Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposesshall not (i) assign, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premisesconvey, or mortgage this Sublease or any part thereofinterest under it, whether (ii) allow any transfer thereof or any lien upon Tenant's interest by voluntary act, operation of law, or otherwise(iii) further sublet the Premises or any part thereof (collectively, without obtaining the prior written consent of Landlord in each instancea "Transfer"). Tenant shall seek follow the procedures for requesting Landlord's consent to an assignment as set forth in Section 5.1 of the Prime Lease for any Transfer, as though Tenant was the tenant thereunder and Landlord was the Prime Landlord. Landlord's consent to a Transfer may be withheld in Landlord's sole and absolute discretion, provided, however, Landlord shall use reasonable efforts to obtain the consent of Prime Landlord if such consent is required to be obtained under the Prime Lease. In addition to the costs and expenses to be paid by Tenant to Landlord as part of Landlord Tenant's notice prescribed in Section 5.1 of the Prime Lease by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment operation of this Section 13, Tenant shall pay all costs and expenses owed under the Prime Lease or to any subletting for Prime Landlord's consideration of a proposed Transfer. Notwithstanding the Demised Premises foregoing, Tenant shall be at entitled to engage in a Transfer without Landlord’s sole discretion and shall 's consent if said Transfer would not be a waiver of require Prime Landlord’s rights 's consent under this Article as to any subsequent assignment the Prime Lease. Any assignee or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations sub-sublessee which claims an interest in this Lease contained, nor Sublease pursuant to a Transfer shall any assignment or sublease or other transfer of this Lease be effective unless bound by all the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants terms and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseSublease.

Assignment or Subletting. Tenant agrees to use and occupy LESSEE shall not sublet the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary actor assign, operation of lawsell, mortgage, pledge or otherwisein any manner transfer this Lease or any interest therein without, without in each case, first obtaining the prior written consent of Landlord LESSOR. Such consent shall not be withheld by LESSOR if (i) the proposed assignee or sublessee is, in each instanceLESSOR’S sole judgment, of sufficient financial strength and responsibility to adequately assume all obligations set forth herein; (ii) LESSEE remains primarily liable to LESSOR for all obligations, including payment, under this Lease; (iii) the proposed assignee or sublessee shall comply with all provisions or this Lease, including, without limitation, that the use of the Premises will be permitted hereunder and (iv) LESSOR shall be entitled to receive and retain all of any excess amounts paid by such assignee or sublessee over and above the rental amount to be paid by LESSEE to LESSOR under this Lease. Tenant If LESSEE wishes to assign or sublet, it shall seek promptly provide written notice of same to LESSOR, the name of the proposed assignee or sublease, information regarding LESSEE’S use of the Premises, the amounts to be paid by such consent proposed assignee or sublessee and any agreements relative thereto, and such financial information regarding the proposed assignee or sublessee as LESSOR shall require. LESSOR shall respond to LESSEE within thirty (30) days following receipt of Landlord by a written request thereforall of LESSEE’S information. In addition, setting forth such information as Landlord LESSEE may deem necessary. Consent by Landlord to any assignment of assign this Lease or sublet the Premises in whole without LESSOR’S consent but following written notice to LESSOR to any subletting affiliate of LESSEE. For purposes hereof, an affiliate shall mean the parent or subsidiary of LESSEE or an entity under common control as LESSEE. Further, LESSEE may assign or sublet the Premises in whole to an entity that acquires LESSEE or all or substantially all of the Demised Premises shall be at Landlord’s sole discretion and assets of LESSEE with the prior written consent of LESSOR, which consent shall not be a waiver of Landlord’s rights under this Article as to unreasonably withheld or delayed. In any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and such event, LESSEE shall remain unqualified. No such assignment or subleasing shall relieve primarily liable to LESSOR for all obligations, including payment, under the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase and the Guaranty shall remain in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to full force and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leaseeffect.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining 8.1 Except with the prior written consent of Master Landlord and Sublandlord, Subtenant shall not (a) assign, convey or mortgage this Sublease or any interest under it; (b) allow any transfer thereof or any lien upon Subtenant's interest by operation of law; (c) further sublet the Premises or any part thereof or (d) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. Sublandlord's consent to an assignment of this Sublease shall not be unreasonably withheld, but Sublandlord may withhold consent to a further sublease of all or any part of the Premises in each instanceSublandlord's sole discretion. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord If Sublandlord consents to any assignment of this Lease Sublease or to any further subletting of the Demised Premises Premises, Sublandlord shall use reasonable efforts to obtain the consent of Master Landlord. All costs of obtaining Master Landlord's consent shall be at Landlord’s sole discretion borne by Subtenant. 8.2 No permitted assignment shall be effective and no permitted sublease shall not be a waiver of Landlord’s rights commence unless and until any default by Subtenant hereunder has been cured. No permitted subletting shall relieve Subtenant from Subtenant's obligations and agreements under this Article Sublease and Subtenant shall continue to be liable as a principal and not as a guarantor or surety, to any subsequent the same extent as though no subletting had been made. 8.3 Sublandlord shall have the same rights as are afforded Landlord under the Master Lease to terminate this Sublease and recapture the Premises in lieu of consenting to an assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations sublease and, in this Lease contained, nor shall connection with any assignment or sublease or other transfer of this Lease be effective unless the assigneeSublandlord has approved, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume to receive all consideration payable thereunder which is in writing for the benefit of Landlord, its successors and assigns, all excess of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord payable under this LeaseSublease.

Assignment or Subletting. Neither Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose nor Tenant's legal representatives or purposes herein specified and for no other purposessuccessors in interest by operation of law or otherwise shall assign, in the manner and to substantially the extent now intendedmortgage, and not to transfer or assign otherwise encumber this Lease or sublet said Demised Premises, enter into a sublease or license agreement with respect to all or any part thereof, whether portion of the Premises or permit all or any portion of the Premises to be used by voluntary act, operation of law, or otherwiseothers, without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord's consent shall not be required in connection with (i) any transfer of equity interests in Tenant, or (ii) any sublet or assignment to (1) any affiliated entity under common control with Tenant, (2) the surviving entity resulting from a merger or consolidation of Tenant, (3) the acquiror of substantially all of Tenant's assets. No subsequent modification or amendment of any sublease or assignment may made without Landlord's prior written consent. In the event Landlord shall consent to the assignment or sublease, then the Landlord shall have the right, upon five (5) days prior written notice to Tenant, to require Tenant thereafter to pay to Landlord a sum equal to fifty percent (50%) of (i) any Rent or other consideration paid to Tenant by any assignee or sublessee which is in each instanceexcess of the Rent, Expenses and any other charges then being paid by Tenant to Landlord for the subleased space or assigned space pursuant to the terms hereof, and (ii) any other profit or gain realized by Tenant from any subletting or assignment after netting out Tenant's cost of marketing the Premises, real estate commissions, any tenant allowance that is actually utilized in the Premises or rental concession made by Tenant to any assignee or sublessee. Nothing contained herein shall reduce the amount payable to Landlord to a sum less than that which Landlord would otherwise have received if the Premises had not been subleased or assigned. All sums payable hereunder by Tenant shall seek such consent of be paid to Landlord as Additional Rent immediately upon receipt thereof by a written request therefor, setting forth such information as Landlord may deem necessaryTenant. Consent by Landlord to any an assignment of this Lease or subletting shall not relieve Tenant from the obligation to obtain Landlord's written consent to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent further assignment or subletting. Landlord’s rights If Landlord consents to an assignment or subletting, in no event shall any permitted assignee or subtenant assign or encumber this Lease or its sublease, or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease is nevertheless assigned or transferred, or the Premises or any part thereof are sublet or occupied by anyone other than Tenant, Landlord may, at its option, accept Rent directly from such assignee, subtenant, transferee, or occupant and apply the net amount thereof to the Rent reserved in this Lease, but no such assignment, subletting, occupancy, or acceptance of Rent shall remain unqualifiedbe deemed a waiver of the requirement for Landlord's consent set forth in this section or constitute a novation or otherwise release Tenant from its obligations under this Lease. No such The joint and several liability of Tenant and any immediate and remote successor in interest of Tenant (by assignment or subleasing otherwise), and the due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall relieve the Tenant from not in any way be discharged, released, or impaired by any (i) agreement which modifies any of Tenant’s the rights or obligations of the parties under this Lease, except for an agreement by Landlord expressly releasing such liability (which may be provided by Landlord in Landlord's sole discretion), (ii) stipulation which extends the time within which an obligation under this Lease is to be performed, (iii) waiver of the performance of an obligation required under this Lease, or (iv) failure to enforce any of the obligations set forth in this Lease contained, nor shall Lease. If Landlord consents to any assignment or subletting, Tenant shall pay all out-of-pocket costs and expenses reasonably incurred by Landlord in connection with the assignment or sublease transaction, including Landlord's attorneys' fees not to exceed $2,500.00 in each instance. Landlord may assign or other transfer encumber its interest under this Lease. If any portion of the Premises is sold, transferred, or leased, or if Landlord's interest in any underlying lease of the Premises is transferred or sold, Landlord shall be relieved of all future obligations and liabilities under this Lease. In the event of such sale, transfer, or lease, subject to the assignment and assumption of this Lease by such transferee, Landlord shall also be effective unless the assignee, subtenant or transferee shall at the time relieved of such assignment, sublease or transfer, assume in writing for the benefit all existing obligations and liabilities of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially A. To the extent now intendedprovided under the Prime Lease, and Tenant shall not to transfer (i) assign, convey, mortgage or assign hypothecate this Lease or sublet said Demised Premises, Sublease or any part thereofinterest under it, whether (ii) allow any transfer thereof or any lien upon Tenant's interest by voluntary act, operation of law, (iii) further sublet the Premises or otherwise, without obtaining any part thereof or (iv) permit the prior written occupancy of the Premises or any part thereof by anyone other than Tenant. Landlord's consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any an assignment of this Lease Sublease or to any subletting a further sublease of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver unreasonably withheld, conditioned or delayed, and if Landlord consents thereto, Landlord shall use reasonable efforts to obtain the consent of Prime Landlord if such consent is required to be obtained under the Prime Lease. Any cost of obtaining Prime Landlord’s rights 's consent shall be borne by Tenant. B. Notwithstanding the provisions of subsection (A) of this Section 12, and only to the extent permitted under this Article as Section 13 of the Prime Lease, Tenant may assign its interests herein or further sublet the Premises or any portion thereof, without Landlord's consent and without providing any additional rent to Landlord, to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease containedentity which, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of the initial assignment or sublease, controls, is controlled by or is under common control with Tenant, or any entity resulting from the merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all the assets or capital stock of Tenant, in any such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all case as a going concern of the termsbusiness that is being conducted on the Premises, covenants provided that said assignee assumes, in full, the obligations of Tenant under this Sublease in an agreement delivered to Landlord. C. No permitted assignment shall be effective and conditions of this Lease thereafter no permitted sublease shall commence unless and until any default by Tenant hereunder shall have been cured. No permitted assignment or subletting shall relieve Tenant from Tenant's obligations and agreements hereunder and Tenant shall continue to be performed by Tenant liable as a principal and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition not as a guarantor or surety to the Base Rent and Additional Rent due Landlord under this Leasesame extent as though no assignment or subletting had been made.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose shall not assign, transfer, mortgage, pledge, hypothecate or purposes herein specified and for no other purposesencumber this Lease, in the manner and to substantially the extent now intendedor any interest therein, and Tenant shall not to transfer or assign this Lease or sublet said Demised Premises, the Premises or any part thereof, whether by voluntary act, operation of lawor any right or privilege appurtenant thereto, or otherwisesuffer any other person to occupy or use the Premises, or any portion thereof, without obtaining the prior written consent of the Landlord, which consent shall not be unreasonably withheld. Without in any way limiting Landlord's right to refuse such consent, Landlord may refuse to give such consent unless Tenant remains fully liable during the unexpired term of the Lease and Landlord further may refuse to give such consent if in each instanceLandlord's reasonable opinion the quality of tenancy is or may be in any way adversely affected during the term of the Lease or the financial worth of the proposed new tenant is less than that of the Tenant executing this Lease. Tenant shall seek agrees to reimburse Landlord up to one thousand dollars ($1,000.00) for Landlord's reasonable attorney's fees and other costs incurred in conjunction with the processing and documentation of any such consent requested assignment, transfer, subletting, change of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment ownership or hypothecation of this Lease or Tenant's interest in and to any subletting of the Demised Premises Premises. Any assignment consented to by Landlord shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment in no way relieve or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the release Tenant from liability hereunder of from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter obligations required to be performed by Tenant under this Lease. This Lease shall not, nor shall any interest herein, be assignable as an interest of Tenant by operation of law, without the prior written consent of Landlord. Any profit recognized from an assignment or subletting shall be divided evenly between Tenant and shall agree in writing to be bound therebyLandlord. Should Tenant sublease in accordance Commensurate with the terms signing of this Lease, any increase in rental received by Landlord consents to Tenant over entering into a sublease with AgencyWorks for a portion of the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeasePremises.

Assignment or Subletting. Tenant Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor in each instance. Tenant Lessee shall seek such consent of Landlord Lessor by a written request therefor, setting forth such information as Landlord Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Landlord Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s Lessor's rights under this Article as to any subsequent assignment or subletting. Landlord’s Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant Lessee from any of Tenant’s Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assigneeassignees, subtenant sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LandlordLessor, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant Lessee and shall agree in writing to be bound thereby. Should Tenant Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Tenant Lessee over the per square foot rental rate which is being paid by Tenant Lessee shall be forwarded to and retained by LandlordLessor, less any costs incurred by Lessee for such assignment of sublet, which increase shall be in addition to the Base Rent and Additional Rent due Landlord Lessor under this Lease.

Assignment or Subletting. The Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or may assign this Lease or sublet said Demised Premises, the Premises in whole or in part provided that: (a) the Tenant shall by Notice first offer to surrender this Lease in respect of the whole or the part of the Premises (the "Subject Area") which the Tenant wishes to assign or sublet. Such offer shall be made not less than 60 days prior to the date on which the Tenant proposes' that the surrender be effective. The Landlord shall have a period of 15 days after any such offer is made to accept or to decline by Notice; (b) if the Landlord accepts the offer of the Tenant to surrender the whole or any part thereofof the Premises pursuant to subsection (a) of this section, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek do so upon the date specified in its Notice. If part of the Premises is to be surrendered, the Rent attributable by the Landlord thereto shall be apportioned by the Landlord and paid to the date of surrender and the Rent for the remainder of the Premises shall thereafter xxxxx and become adjusted in accordance with such consent attribution. The Landlord shall perform all work required to separate the surrendered part from the remainder and to make such part capable of separate use and the Tenant shall pay the Landlord's Cost on account thereof. The provisions of section 9.O5 shall apply to the surrendered part of the Premises; (c) if the Landlord by a written request therefordeclines such offer or does not respond within the aforesaid period, setting forth such information as Landlord the Tenant may deem necessary. Consent by Landlord to any assignment of within the next 180 day period either assign this Lease or sublet the Subject Area provided that: (i) the Tenant shall have received a bona fide [illegible] offer. (ii) the Tenant shall have provided to any subletting the Landlord a true copy of such offer and adequate information to enable the Landlord to assess the creditworthiness, reputation and business of the Demised proposed assignee or subtenant; (iii) the Tenant shall have obtained the approval of the Landlord to such assignment or sublease (which may be withheld in its discretion in the case of a sublease if the rate of rent either is or might be less than that payable under this Lease); (iv) the Tenant shall assign or sublets as the case may be only upon the terms of the offer provided to the Landlord; and (v) the proposed subtenant or assignee shall have agreed with the Landlord to observe and perform all the obligations of the Tenant under this Lease with respect to the Premises or the Subject Area. (d) if within the aforesaid 180 day period the Tenant has not assigned this Lease or sublet the Subject Area, the provisions of subsection (a) of this section shall again apply; (e) the Tenant shall pay the Landlord's Cost on account of any request for approval and, if applicable, the preparation of the implementing documentation, in such form as may be at acceptable to the Landlord’s sole discretion ; and (f) notwithstanding any assignment or subletting, the Tenant shall remain jointly and severally liable on this Lease and shall not be a waiver of Landlord’s rights under this Article as to relieved from performing any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant agrees shall not be entitled to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or Lease. Tenant shall not be permitted to sublet said Demised Premises, the Residence or any part thereof, whether by voluntary act, operation of law, or otherwise, portion thereof without obtaining the express prior written consent of Landlord in each instanceand all parties comprising Tenant (the remaining Cotenants must approve any assignment or subletting by any individual comprising Tenant). In the event Landlord consents to any subletting, all subtenants shall be obligated to comply with all of the terms and conditions of this Lease, and shall be primarily responsible to Landlord therefore. Tenant shall seek such pay Landlord a non-­‐refundable processing fee of $75.00 for each subletting application. Any subletting hereunder shall not relieve Tenant of any liability or obligation including, without limitation, the payment of Rent and other sums, under this lease. Any consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not constitute a novation, nor be a waiver of Landlord’s rights under this Article as right to grant consent for or refuse consent to any subsequent assignment or sublettingsubletting hereunder. Landlord is not responsible for finding Tenant a subtenant. All parties comprising Tenant must complete all paperwork provided by Landlord relating to such sublease, including executing Landlord’s rights standard form Sublease, and the permitted subtenant shall make all required deposits prior to assign this Lease are and being entitled to sublet the Residence. Tenant shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume register with Landlord in writing each guest of Tenant who occupies the Residence for more than seven (7) days during the benefit Lease Term. If any guest of Tenant occupies all or part of the Residence for more than seven (7) days without Landlord approval, Tenant shall be deemed in default hereunder and, without limitation to any other remedy of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded pay Landlord on deemed damages equal to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease$100 per day of such occupancy.

Assignment or Subletting. Tenant agrees Lessee covenants that he or she will not allow anyone to use and occupy the Demised Premises throughout the entire term hereof for the purpose share said Property, keep roomers or purposes herein specified and for no other purposesboarders, in the manner and to substantially the extent now intendednot assign, and not to sublet, or transfer or assign this Lease or sublet said Demised Premises, Property or any part thereof, whether by voluntary act, operation of law, or otherwise, thereof without obtaining the Lessor's prior written consent consent. Lessee expressly agrees that in the event of Landlord a default by Lessee hereunder, Lessor may, but shall be under no obligation to do so, sublet the Property for the account of Lessee in which event Lessor will apply the proceeds of such subletting, first, to the cost of such subletting, including advertising and commissions, second, to the repair of damages which exist in the Property, and third, to the rental obligations otherwise owed by Lessee, Lessee remaining fully responsible for the balance of the Lease term as though Lessee had himself or herself relet said Property. No Lessee substitutes will be accepted for less than five months and without appropriate written and signed sublease form and in the event of any attempted substitution without appropriate written and signed sublease form, Lessor may declare the Lease in default. Lessor shall charge an administrative fee of $600.00 for each instance. Tenant shall seek such consent of Landlord by Sub-Lease transaction making application for a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord Sublease Agreement and $300 for adding an additional person to any assignment of this the Lease or deleting a person from the Lease. Acceptance of Rent by Lessor from any assignee, sub-tenant, grantee, successor in interest to any subletting of the Demised Premises shall be at Landlord’s sole discretion and Lessee with or without notice shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant Lessee from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease obligation to pay Rent or other transfer of this Lease charges herein provided for. Lessee’s Security Deposit will be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with held until the terms of this Lease have been fulfilled. Lessees further agree that if any one of them decides to move out of the Property prior to the end of the Lease term, that the Lessee wanting to move out will continue to pay their full share of all rents and expenses or find a replacement Lessee who is acceptable to the other Lessees. Said replacement must be willing and able to assume the full responsibilities including signing on the original Lease, and to provide any increase in rental received guaranty that may be required by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseLessor.

Assignment or Subletting. Tenant agrees shall not be entitled to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or Lease. Tenant shall not be permitted to sublet said Demised Premises, the Residence or any part thereof, whether by voluntary act, operation of law, or otherwise, portion thereof without obtaining the express prior written consent of Landlord in each instanceand all parties comprising Tenant (the remaining Cotenants must approve any assignment or subletting by any individual comprising Tenant). In the event Landlord consents to any subletting, all subtenants shall be obligated to comply with all of the terms and conditions of this Lease, and shall be primarily responsible to Landlord therefore. Tenant shall seek such pay Landlord a non-­‐refundable processing fee of $75.00 for each subletting application. Any subletting hereunder shall not relieve Tenant of any liability or obligation including, without limitation, the payment of Rent and other sums, under this lease. Any consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not constitute a novation, nor be a waiver of Landlord’s rights under this Article as right to grant consent for or refuse consent to any subsequent assignment or sublettingsubletting hereunder. Xxxxxxxx is not responsible for finding Tenant a subtenant. All parties comprising Tenant must complete all paperwork provided by Landlord relating to such sublease, including executing Landlord’s rights standard form Sublease, and the permitted subtenant shall make all required deposits prior to assign this Lease are and being entitled to sublet the Residence. Tenant shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume register with Landlord in writing each guest of Tenant who occupies the Residence for more than seven (7) days during the benefit Lease Term. If any guest of Tenant occupies all or part of the Residence for more than seven (7) days without Landlord approval, Tenant shall be deemed in default hereunder and, without limitation to any other remedy of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded pay Landlord on deemed damages equal to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease$100 per day of such occupancy.

Assignment or Subletting. Tenant agrees to use and occupy A. Lessee shall not (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Lessee's interest by operation of law; (iii) further sublet the Demised Premises throughout or any part thereof; or (iv) permit the entire term hereof for occupancy of the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether thereof by voluntary act, operation of law, or otherwiseanyone other than Lessee, without obtaining the prior written consent of Landlord in each instanceLessor and Prime Lessor, which consent Lessor shall not unreasonably withhold, condition or delay. Tenant Lessee shall seek such be solely responsible for obtaining the consent of Landlord Prime Lessor under the Prime Lease. Any cost of obtaining Prime Lessor's consent shall be borne by Lessee. B. No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Lessee hereunder shall have been cured. No permitted assignment or subletting shall relieve Lessee from Lessee's obligations and agreements hereunder and Lessee shall continue to be liable as a written request thereforprincipal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made. C. If Lessee wishes at any time to assign this Sublease or further sublet the Premises, setting forth it shall first notify Lessor of its wish to do so and shall submit in writing to Lessor such financial and other information as Landlord Lessor may deem necessaryreasonably request concerning the proposed sublessee or assignee. Consent by Landlord Lessee's failure to any assignment comply with the provisions of this Lease or Section 18(C) shall entitle Lessor to any subletting of withhold its consent to the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent proposed assignment or subletting. Landlord’s rights . D. If Lessor consents to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease containedan assignment, nor shall any assignment or sublease or other transfer by Lessee of this Lease be effective unless the assignee, subtenant all or transferee shall at the time any portion of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord Lessee's interests under this Lease.Sublease or the Premises, Lessee shall execute and deliver to Lessor and cause the transferee to execute and deliver to Lessor an instrument in a form and substance reasonably acceptable to Lessor setting forth its written assumption of this

Assignment or Subletting. Tenant agrees to use and occupy This Sublease is not assignable, nor shall the Demised Subleased Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereofthereof be sublet, whether by voluntary act, operation of lawused, or otherwisepermitted to be used for any purpose, other than as above set forth, without obtaining the prior written consent of Sublandlord and, if required under the Prime Lease, Prime Landlord; which consent shall not be unreasonably withheld or delayed by Sublandlord. If Prime Landlord in each instanceconsents to any such assignment or sublease, Sublandlord shall be deemed to have consented to such assignment or sublease. Tenant shall seek such If Sublandlord has not consented or objected to a proposed assignment, sublease or use which does not require Prime Landlord's consent of Landlord by a within thirty (30) days after receiving written request therefor, setting forth Sublandlord will be deemed to have so consented. If this Sublease is assigned or the Subleased Premises or any part thereof sublet without the written consent of Sublandlord, or if Subtenant shall become the subject of a court proceeding in bankruptcy or liquidating receivership or shall make an assignment for the benefit of creditors, this Sublease may by such information as Landlord may deem necessaryfact or unauthorized act be cancelled at the option of Sublandlord. Consent by Landlord to any Any assignment of this Lease Sublease or to any subletting of the Demised Subleased Premises shall be at Landlord’s sole discretion and or any part thereof with the written consent of Sublandlord shall not operate to release Subtenant from the fulfillment on Subtenant's part of the covenants and agreements herein contained to be a waiver of Landlord’s rights under this Article as to performed by Subtenant, nor authorize any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve subletting without the Tenant from any written consent of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseSublandlord.

Assignment or Subletting. Tenant agrees to use and occupy A. It is agreed that neither the Demised Leased Premises throughout nor any part thereof shall be sublet, nor shall this Lease be assigned by TENANT without the entire term hereof written consent of the LANDLORD having been first obtained, such consent shall not be unreasonably withheld by LANDLORD. No assignment for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premisesbenefit of creditors, or any part thereof, whether by voluntary act, operation of law, or otherwise, shall be effective to transfer any rights to an assignee without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of LANDLORD having been first obtained. B. It is agreed that if this Lease be effective unless assigned, or if the Leased Premises or any part thereof be sublet or occupied by anyone other than TENANT, LANDLORD may collect rent from the assignee, subtenant or transferee occupant, and apply the net amount collected to the rent herein specified, and no such collection shall at be deemed a waiver of the time covenant herein against assignment and subletting, or the acceptance of such assignmentthe assignee, sublease subtenant or transferoccupant as TENANT, assume in writing for or a release of TENANT from the benefit complete performance by TENANT of Landlordthe covenants herein contained on the part of TENANT to be performed. Notwithstanding any assignment or sublease, its successors TENANT shall remain fully liable on this Lease and assigns, all shall not be released from performing any of the terms, covenants and conditions of this Lease. C. LANDLORD shall in any case have the right, at its option, to terminate this Lease, rather than have it sublet or assigned. D. If at any time during the Term of this Lease thereafter any part or all of the corporate shares of a corporate TENANT or any part or all of the interests of a partnership or joint venture TENANT shall be transferred by sale, assignment, bequest, inheritance, operation of law, or other disposition so as to be performed result in a change in the present effective voting control of TENANT by Tenant and the person or persons owning a majority of said corporate shares or partnership or joint venture interests on the date of this Lease, TENANT shall agree promptly notify LANDLORD in writing to be bound therebyof such change. Should Tenant sublease LANDLORD, upon receipt of said written notice, shall not unreasonably withhold approval of such change in accordance with interest. If, however, LANDLORD determines that such change in interest shall materially affect the terms of this Leaselease, any increase in rental received it may terminate this lease at its sole option, by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasegiving TENANT Ninety (90) days written notice of such termination.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to assign, sublet, license, concession or otherwise transfer or assign this Lease or sublet said Demised Tenant’s rights in the Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may reasonably deem necessary. Landlord agrees not to withhold consent unreasonably. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Tenant will be responsible for Landlord’s reasonable attorney fees for review and approval of the sublease document. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assigneeassignees, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental profit received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet the Premises without Landlord’s consent to any of the following (a “Permitted Transferee”): (i) any successor corporation or other entity resulting from the merger or consolidation of Tenant; or (ii) any entity that which controls, is controlled by, or is under common control with Tenant.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instanceinstance which consent will not be unreasonably withheld, conditioned, denied or delayed. Tenant acknowledges that it shall be reasonable for Landlord to condition its consent on Tenant curing any then existing defaults under this Lease. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may reasonably deem necessary. In the event Tenant proposes to sublease all of the Demised Premises for the entire remaining term of the Lease or assign the Lease for the entire remaining term of the Lease, Landlord will have the option to terminate this Lease and enter into a direct lease with Tenant's proposed sublessee or assignee. In the event of such termination, Tenant shall have no further liability under this Lease. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s 's rights under this Article as to any subsequent assignment or subletting. Landlord’s 's rights to assign this Lease are and shall remain unqualifiedunqualified provided assignee assumes Landlord's obligations hereunder excluding assignment to a lender for security purposes. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s 's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease all or a portion of the Demised Premises for the balance of the lease term in accordance with the terms of this Lease, and if Landlord, at its option, releases Tenant from any further liability for the portion of the Demised Premises so subleased, the increase, after recovery in full by Tenant of all reasonable costs associated with such sublease, in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease. Should Tenant sublease under any other circumstances in accordance with the terms of this Lease, one-half of any increase, after recovery in full by Tenant of all costs associated with such sublease, in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. A. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or may only assign this Lease Sublease and the Premises, or sublet said Demised Premises, all or any part thereof, to any assignee or transferee acquiring Tenant’s Diagnostic Development Business or to an acquirer of all of substantially all of Tenant's business, whether by voluntary actmerger, operation sale of lawstock, sale of assets or otherwiseany similar transaction. Notwithstanding the foregoing, without obtaining the if such assignee or transferee is a direct competitor of Landlord, Tenant shall request Landlord's prior written consent of to such assignment or sublease, which consent may be withheld by Landlord in each instanceits sole and absolute discretion. B. No assignment shall be effective and no sublease shall commence unless and until any default by Tenant hereunder shall have been cured. Tenant shall seek not be released from liability under this Sublease in the event of any sublease of the Premises or assignment by Xxxxxx. C. In the event of any assignment or subletting of this Premises by Tenant, Tenant shall pay to Landlord (i) in the case of a sub-sublease, after deducting reasonable out-of-pocket expenses incurred by Tenant in subleasing the space fifty percent (50%) of the balance of any base rent (or amounts paid in lieu of base rent) actually paid on a monthly basis by such consent sub-subtenant to Tenant in excess of Landlord by a written request thereforBase Rent, setting forth such information as Landlord may deem necessary. Consent by Landlord to any and (ii) in the case of an assignment of this Lease or to any subletting Sublease, after deducting reasonable out-of-pocket expenses incurred by Tenant in assigning this sublease, fifty percent (50%) of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver balance of Landlord’s rights under this Article as to any subsequent assignment fees or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve payments made by the Tenant from any of Tenant’s obligations assignee in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time consideration of such assignment, such amounts to be paid to Landlord within ten (10) business days following receipt thereof by Tenant, unless the Prime Lease requires Landlord to pay Prime Landlord a higher percentage of base rent from Tenant's sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter Premises to be performed by Tenant and shall agree a sub-tenant in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by case Tenant shall be forwarded pay to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasesuch higher percentage.

Assignment or Subletting. Tenant agrees shall not assign, mortgage, pledge, or otherwise transfer or encumber this Lease or any interest therein, either voluntarily or by operation of law or otherwise, or sublet the whole or any part of the Leased Premises, or permit occupancy by anyone else, without obtaining on each occasion Landlord's prior written consent, which consent Landlord may deny, regardless of commercial reasonableness. Notwithstanding the foregoing, if Tenant requests Landlord's consent to an assignment and Tenant has not been in monetary or other material default under the Lease at any time, Landlord shall not unreasonably withhold its consent to an assignment of the Lease or a new occupant of the Leased Premises who would use and occupy the Demised Leased Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, described in Article 1(M). In any assignment the manner and to substantially the extent now intended, and not to transfer or assign assignee must assume this Lease in writing on Landlord's form. Any request for Landlord's consent to assignment or sublet said Demised Premisessubletting shall be accompanied by payment of Landlord's reasonable administrative and attorneys' fees relating thereto. Notwithstanding an assignment or subletting or occupancy of the Leased Premises by anyone other than Tenant, Tenant shall not be released (nor shall any of Tenant's constituents, partners, or members be released) from any part thereofobligations, whether liabilities or covenants under this Lease and shall continue to remain responsible. Landlord shall have the right to collect Rent from any assignee, subtenant or other Occupant without releasing Tenant or waiving any right against Tenant for its default under this Article and without accepting the payor as a permitted tenant. Any transfer of the controlling interest of (i) any corporate stock of the controlling interest of; (ii) any partnership interest in; or (iii) any membership interest in Tenant, or a merger, consolidation or liquidation of or by voluntary actTenant, either voluntarily or by operation of law, shall be deemed an assignment and require Landlord's consent as stated above. Under any circumstances, Landlord shall not be liable for any money damages to Tenant or otherwiseTenant's proposed assignee, without obtaining the prior written transferee or subtenant for refusal to consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment or transfer of this Lease or transfer of Tenant's corporate stock or sale of Tenant's business or for refusal to consent to any subletting of the Demised Premises subletting; Tenant's sole remedy shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasespecific performance.

Assignment or Subletting. Tenant Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor in each instance. Tenant Lessee shall seek such consent of Landlord Lessor by a written request therefor, thereof setting forth such information as Landlord Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent to any assignment or subletting shall not relieve Lessee of its obligations hereunder. Consent by Landlord Lessor to any an assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall should not be a waiver of Landlord’s Lessor's rights under this Article as to any subsequent assignment or subletting. Landlord’s Lessor's rights to assign this Lease are and shall should remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease shall be effective unless the assignee, subtenant sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LandlordLessor, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant Lessee and shall agree in writing to be bound thereby. Should Tenant Lessee sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Tenant Lessee over the per square foot rental rate which is being paid by Tenant Lessee shall be forwarded to and retained by LandlordLessor, which increase shall be in addition to the Base Rent and Additional Rent due Landlord Lessor under this Lease.

Assignment or Subletting. Tenant agrees to use and occupy A. Lessee shall not (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Lessee's interest by operation of law; (iii) further sublet the Demised Premises throughout or any part thereof; or (iv) permit the entire term hereof for occupancy of the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether thereof by voluntary act, operation of law, or otherwiseanyone other than Lessee, without obtaining the prior written consent of Landlord in each instanceLessor and Prime Lessor, which consent Lessor shall not unreasonably withhold, condition or delay. Tenant Lessee shall seek such be solely responsible for obtaining the consent of Landlord Prime Lessor under the Prime Lease. Any cost of obtaining Prime Lessor's consent shall be borne by Lessee. B. No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Lessee hereunder shall have been cured. No permitted assignment or subletting shall relieve Lessee from Lessee's obligations and agreements hereunder and Lessee shall continue to be liable as a written request thereforprincipal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made. C. If Lessee wishes at any time to assign this Sublease or further sublet the Premises, setting forth it shall first notify Lessor of its wish to do so and shall submit in writing to Lessor such financial and other information as Landlord Lessor may deem necessaryreasonably request concerning the proposed sublessee or assignee. Consent by Landlord Lessee's failure to any assignment comply with the provisions of this Lease or Section 18(C) shall entitle Lessor to any subletting of withhold its consent to the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent proposed assignment or subletting. Landlord’s rights . D. If Lessor consents to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease containedan assignment, nor shall any assignment or sublease or other transfer by Lessee of this Lease be effective unless the assignee, subtenant all or transferee shall at the time any portion of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord Lessee's interests under this Lease.Sublease or the Premises. Lessee shall execute and deliver to Lessor and cause the transferee to execute and deliver to Lessor an instrument in a form and substance reasonably acceptable to Lessor setting forth its written assumption of this

Assignment or Subletting. A. Tenant shall not assign this Lease or any interest in it, and shall not sublet the Premises or any part of it or any right or privilege appurtenant to this Agreement or permit any other person, the agents and servants of Tenant excepted, to occupy or use the Premises or any portion of it without first receiving the written consent of Landlord. Landlord agrees not to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposesunreasonably withhold such consent but may, in lieu of granting such consent, terminate this Lease. A consent to one assignment, subletting, or occupation and use by another person shall not be deemed to be a consent to any other or further assignment, subletting, or occupation, nor a waiver of the manner provisions of this section, except as to the specific instance covered by it. Any such assignment, subletting, or occupation without consent shall be void and shall at the option of Landlord terminate this Lease. This Lease and any interest in it shall not be assignable as to substantially the extent now intendedinterest of Tenant by operation of law without the written consent of Landlord. B. Any transfer of shares by Tenant by reason of which the present shareholders own less than fifty-one percent (51%) of the outstanding stock of Tenant or a surviving corporation shall constitute an assignment of this Lease subject to the provisions limiting assignment. C. Except as otherwise expressly provided in this Lease, Tenant shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants, and not conditions of this Lease unless Landlord consents. D. Tenant immediately and irrevocably assigns to transfer Landlord, as security for Tenant's obligations under this Lease, all rent from any subletting of all or a part of the Premises as permitted by this Lease, and Landlord, as assignee and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and apply it toward Tenant's obligations under this Lease, except that, until the occurrence of an act of default by Tenant, Tenant shall have the right to collect such rent. E. In no event shall Tenant assign this Lease or sublet said Demised the Premises, or any part thereofportion of it, whether to any then-existing or prospective Tenant of the buildings. F. Tenant agrees to reimburse Landlord for all expenses and time, including attorneys' fees, incurred by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to connection with any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion requested and shall not be a waiver of Landlord’s rights under this Article as to any subsequent permitted assignment or sublettingsubleasing. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase This sum shall be in addition to the Base Rent attorneys' fees and Additional Rent due Landlord costs allowed under this Lease.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposesX. Xxxxxx will not sell, in the manner and to substantially the extent now intendedmortgage, and not to transfer transfer, or assign this Lease Lease, or allow the same to be assigned by operation of law or otherwise, or sublet said the Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, use or permit the same to be used for any other purpose than stated in the Permitted Use Clause hereof without obtaining the prior written consent of Landlord in each instanceLandlord, which such consent will not be unreasonably withheld. Tenant shall seek such Written consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of sublease the Demised Premises shall be at Landlord’s sole discretion and shall not be in the form of a waiver of Landlord’s rights under this Article as consent line on the appropriate sub-lease agreement. B. If Landlord consents to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any an assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Demised Premises: i. the agreement between Tenant and sub-Tenant shall agree be on a lease form prepared by or approved by Landlord. ii. if the sub-lease or assignment results in writing to be bound thereby. Should Tenant sublease rental payments in accordance with excess of the monthly payments due and owing under the terms of this Lease, such excess rental payments shall be deemed to be rental payments due and owing Landlord. C. As a further condition to Xxxxxxxx's consent to any increase subleasing, assignment or other transfer of part or all of Tenant's interest in rental received by Tenant over the per square foot rental rate which is being paid by Demised Premises i. Tenant shall be forwarded required to pay Xxxxxxxx's reasonable attorney's fees and retained by other costs incurred in connection with the review and execution of any documentation in connection therewith; ii. any sub-Tenant of part or all of Tenant's interest in the Demised Premises shall agree that in the event Landlord gives such sub-Tenant notice that Tenant is in default under this Lease, such sub-Tenant shall thereafter make all sublease or other payments directly to Landlord, which increase shall payments will be in addition received by Landlord without any liability whether to honor the Base Rent and Additional Rent sublease or otherwise (except to credit such payments against sums due Landlord under this Lease), and such sub-Tenant shall agree to attorn to Landlord, or its successors and assigns, at its request should this Lease be terminated for any reason. In no event shall Landlord or its successors or assigns be obligated to accept such attornment; and iii. Landlord may require that Tenant not then be in default under this Lease in any respect. If Tenant files any type of petition in bankruptcy or has the same filed against it and Landlord does not elect to terminate this Lease, and if the trustee or receiver appointed by the bankruptcy court attempts to assume this Lease and thereupon assign it to a third party, then Landlord shall have the right to terminate this Lease within thirty (30) days upon gaining knowledge of such attempted assumption and assignment, or upon being given written notice of same by Xxxxxx, whichever is later. D. Any sale, hypothecation, transfer, assignment or subletting which is not in compliance with the provisions of this Article shall be voidable by Landlord and shall, at the option of Landlord, constitute a default under this Lease. Xxxxxxxx's acceptance of rent directly from any subtenant, assignee or other transferee shall not be construed as Landlord's approval or consent thereto nor Landlord's agreement to accept the attornment of any subtenant in the event of any termination of this Lease. In no event shall Xxxxxxxx's consent to an assignment or subletting be construed as (i) relieving Tenant from the obligation to obtain Landlord's express written consent to any further assignment or subletting or (ii) releasing Tenant from any liability or obligation hereunder whether or not then accrued, and Tenant shall continue to be fully, jointly and severally liable hereunder.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining 8.1 Except with the prior written consent of Master Landlord in each instanceand Sublandlord, Subtenant shall not (a) assign, convey or mortgage this Sublease or any interest under it; (b) allow any transfer thereof or any lien upon Subtenant’s interest by operation of law; (c) further sublet the Premises or any part thereof or (d) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. Tenant Sublandlord’s consent to an assignment of this Sublease or sublease or all or any portion of the Premises shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessarynot be unreasonably withheld or delayed. Consent by Landlord If Sublandlord consents to any assignment of this Lease Sublease or to any further subletting of the Demised Premises, Sublandlord shall use commercially reasonable efforts to obtain the consent of Master Landlord. All actual costs of obtaining Master Xxxxxxxx’s consent to any proposed transfer of the Sublease or subletting of all or any portion of the Premises shall be borne by Subtenant, including Sublandlord’s reasonable legal fees and expenses related to the same. Sublandlord shall have the right to reasonably increase the Security Deposit amount held by Sublandlord, or the right to seek additional Security Deposit or letter of credit from sub-subtenant as a condition to granting consent to any sub-sublease or where the Sublandlord reasonably determines that sub-subtenant of Subtenant may carry out Alterations to the Premises, or any portion thereof, that shall require restoration work at Landlord’s sole discretion the end of the applicable sub-sublease term. In no circumstances shall Subtenant be relieved of its obligations and shall not be a waiver of Landlord’s rights liabilities under this Article as to Sublease by way of any subsequent sub- sublease of all or any portion of the Premises. 8.2 No permitted assignment shall become effective and no permitted sublease shall commence unless and until any default by Subtenant hereunder has been cured. No permitted assignment or subletting. Landlordsubletting shall relieve Subtenant from Subtenant’s rights obligations and agreements under this Sublease and Subtenant shall continue to assign this Lease are be liable as a principal and shall remain unqualified. No such not as a guarantor or surety, to the same extent as though no assignment or subleasing shall relieve the Tenant subletting had been made. Any additional consideration in excess of Rent received by Subtenant from any sub-subtenant or assignee shall be shared in equal shares with the Sublandlord after Subtenant shall have deducted the reasonable costs and expenses of Tenantthe transaction, strictly limited to, Subtenant’s obligations legal fees of negotiating the transfer instrument, brokerage commission, if any, payable by Subtenant upon the transfer, abatement of rent and tenant improvement allowance (or the cost of improvements constructed by Subtenant for the benefit of transferee) provided to the transferee. 8.3 Notwithstanding anything to the contrary in this Lease containedSublease, nor shall Subtenant may, without Sublandlord’s prior written consent, further sublet the Premises or assign the Sublease to: (i) a parent, subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Subtenant; (ii) an acquirer or purchaser of all or substantially all of Subtenant’s assets; (iii) any assignment entity resulting from a merger, consolidation, or sublease other reorganization of Subtenant; and/or (iv) any entity or person by sale or other transfer of this Lease be effective unless a percentage of capital stock, equity or ownership of Subtenant which results in a change of controlling persons. Any of the assigneeabove are referenced hereafter as “Permitted Transfer” and the transferee is referenced as “Permitted Transferee”. 8.4 Subject to the rights of Subtenant in Section 8.3 above, subtenant Sublandlord shall have the continuing right to recapture all or transferee any portion of the Premises that Subtenant shall at propose to sub-sublease or assign to any third party. Subtenant shall give Sublandlord written notice of and seek approval to any proposed transfer thirty (30) days in advance of the time proposed transfer date, including delivery of the final instrument that shall direct such transfer and Sublandlord shall have ten (10) business days from the date of receipt of such assignmentnotice and instrument to either elect to recapture the transfer space or decline to do so it Sublandlord’s sole and absolute discretion. If Sublandlord elects to recapture the transfer space from Subtenant, sublease or transferSublandlord shall give notice to Subtenant of such election to recapture the transfer space, assume which notice shall be binding upon Subtenant, and as of the date proposed by Subtenant to transfer the transfer space to the third party set forth in writing for the benefit transfer instrument the Sublease shall terminate as to such transfer space. The foregoing recapture right shall not relieve Subtenant of Landlordany of Subtenant’s restoration rights set forth in this Sublease. Where required by the terms and conditions of this Sublease, its successors Subtenant shall prior to the recapture date restore at Subtenant’s sole cost and assigns, all expense that portion of the Premises due to be surrendered to the Sublandlord in accordance with the terms, covenants and conditions of this Lease thereafter Sublease. Sublandlord will cooperate with Subtenant in determining the date of surrender and vacation of the Premises to be recaptured where material restoration obligations are due to be performed by Tenant and shall agree in writing to be bound therebySubtenant. Should Tenant sublease in accordance with Upon any recapture of a portion of the terms of this LeasePremises, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseDirect Expense shall be equitably adjusted based on the reduced square footage of the Premises.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining Without the prior written consent of the Landlord in each instance. which shall not be unreasonably withheld or delayed, Tenant will not by operation of law or otherwise, assign, transfer, mortgage, or encumber this lease, or sublet or permit the Premises or any part thereof to be used by others; provided, however, the Premises may be sublet to, or used by, an affiliate of Tenant, which is a direct or indirect subsidiary of Prime Vision Health, Inc. and Tenant shall seek such have the right to admit new owners into Tenant without the prior written consent of Landlord, and to change the form of entity of Tenant by merger or consolidation so long as Tenant is the surviving entity. Neither this lease nor any interest therein, nor any estate thereby created, shall pass by operation of law or otherwise to any trustee or receiver in bankruptcy of Tenant or any assignee for the benefit of the creditors of Tenant. In the event that Tenant by operation of law or otherwise, assigns, mortgages, or encumbers this lease or sublets the Premises or any part thereof in violation of this provision, then Landlord by a written request thereforshall have the option to cancel and terminate this lease in which event Tenant shall immediately surrender the Premises to Landlord and Tenant shall hold Landlord harmless for any loss or damage, setting forth such information as including attorney's fees, which Landlord may deem necessarysuffer by reason of such termination. Consent If this Lease shall be assigned with consent, or if the Leased Premises or any part thereof shall be sublet or occupied by anyone other than Tenant, the Landlord may collect rent from the assignee, other tenant or occupant, and apply the net amount collected to the rent herein reserved. Notwithstanding any assignment of or sublease, Tenant shall remain fully liable on this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to released from performing any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant agrees LESSEE may not assign this Lease or sublease the Leased Premises in whole or in part without LESSOR’s prior express written consent (which consent shall not be unreasonably withheld if the prospective assignee or sublessee is financially comparable to use LESSEE by commercially reasonable standards, and occupy then only in accordance with and subject to the Demised Premises throughout following conditions, the entire term hereof for the purpose or purposes herein specified and for no other purposes, satisfaction of which shall be in the manner and reasonable discretion of LESSOR: A. If LESSEE desires to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premisesthe Leased Premises in whole, then, at least sixty (60) days prior to the proposed effective date of any assignment or any part thereofsublease, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant LESSEE shall seek such consent of Landlord by deliver to LESSOR a written request therefornotice of intention to assign or to sublease, setting forth a proposed commencement date for the assignment or sublease and shall attach to such information notice a copy of the proposed assignment or sublease agreement and all agreements collateral thereto. The LESSOR shall then have the right, to be exercised by giving written notice to LESSEE within thirty (30) business days after receipt of LESSEE’s notice of intention to assign or sublease, to cancel and terminate this Lease, as Landlord may deem necessary. Consent by Landlord to any of the day before the proposed effective date of the assignment or sublease. B. In the event of the assignment of this Lease or to sublease of all or any subletting portion of the Demised Leased Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent where the rental reserved in the assignment or subletting. Landlord’s rights to assign sublease exceeds the rental or the pro-rata portion of the rental, as the case may be, for such space reserved in this Lease are Lease, LESSEE shall pay the LESSOR monthly, as additional rent, at the same time and shall remain unqualified. No such at the same place as the monthly installments of rent hereunder, the excess of the rental reserved in the assignment or subleasing shall relieve sublease over the Tenant from any of Tenant’s obligations rental reserved in this Lease containedapplicable to the assigned or subleased space after deducting LESSEE’S expenses, nor including brokerage commissions, legal fees, improvement costs, and rent concessions and advertising costs. C. None of LESSEE’s obligations to LESSOR under this Lease shall be waived, forfeited, compromised, released or novated regardless of any assignment or sublease, and any assignment or sublease or other transfer shall be expressly subject to and in compliance with the provisions of this Lease be effective unless Lease. Further, the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants terms and conditions of this Lease thereafter shall take precedence over and control the provisions of any sublease or assignment to the extent of conflict or differing interpretation. D. Notwithstanding anything contained herein to the contrary, LESSEE may, upon written notice to LESSOR, but without obtaining LESSOR’s consent, assign this Lease or sublease all or any part of the Leased Premises (“Permitted Transfers”) to (a) a wholly-owned subsidiary of LESSEE, (b) the parent of LESSEE, (c) any entity into or with which LESSEE may be performed reorganized, merged or consolidated, (d) an affiliate of LESSEE (for purposes hereof an affiliate shall mean any business entity controlling, controlled by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance or under common control with LESSEE), or (e) any person or entity which acquires all of the terms assets of this Lease, any increase in rental received by Tenant over LESSEE as a going concern of the per square foot rental rate which business that is being paid by Tenant shall be forwarded to and retained by Landlordconducted on the Leased Premises, which increase shall be provided that such transferee assumes in addition to full the Base Rent and Additional Rent due Landlord obligations of LESSEE under this Leasethe Lease (“Permitted Transferee”).

Assignment or Subletting. Tenant agrees Lessee covenants that he or she will not allow anyone to use and occupy the Demised Premises throughout the entire term hereof for the purpose share said Property, keep roomers or purposes herein specified and for no other purposesboarders, in the manner and to substantially the extent now intendednot assign, and not to sublet, or transfer or assign this Lease or sublet said Demised Premises, Property or any part thereofthereof without Xxxxxx's prior written consent. Lessee expressly agrees that in the event of a default by Lessee hereunder, whether Lessor may, but shall be under no obligation to do so, sublet the Property for the account of Lessee in which event Lessor will apply the proceeds of such subletting, first, to the cost of such subletting, including advertising and commissions, second, to the repair of damages which exist in the Property, and third, to the rental obligations otherwise owed by voluntary actXxxxxx, operation Lessee remaining fully responsible for the balance of lawthe Lease term as though Xxxxxx had himself or herself xxxxx said Property. No Lessee substitutes will be accepted without appropriate written and signed sublease form and in the event of any attempted substitution without appropriate written and signed sublease form, Lessor may declare the Lease in default. Lessor shall charge an administrative fee of $100.00 for each Lessee making application for a Sublease Agreement, or otherwise, without obtaining for adding an additional person to the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or deleting a person from the Lease. Acceptance of Rent by Xxxxxx from any assignee, sub-tenant, grantee, successor in interest to any subletting of the Demised Premises shall be at Landlord’s sole discretion and Xxxxxx with or without notice shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant Lessee from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease obligation to pay Rent or other transfer of this Lease charges herein provided for. Xxxxxx’s Security Deposit will be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with held until the terms of this Lease have been fulfilled. Xxxxxxx further agree that if any one of them decides to move out of the Property prior to the end of the Lease term, that the Lessee wanting to move out will continue to pay their full share of all rents and expenses or find a replacement Lessee who is acceptable to the other Lessees. Said replacement must be willing and able to assume the full responsibilities including signing on the original Lease, and to provide any increase in rental received guaranty that may be required by Tenant over Xxxxxx. In the per square foot rental rate which event that the Lessee moves out of the Property and does not find a replacement, it is being paid agreed that Xxxxxx moving out will continue to pay rent, utility fees, expenses, etc. Subletting will not be accepted by Tenant shall be forwarded to Lessor until all amounts outstanding on original Lessee(s)’ accounts are brought current and retained by Landlord, which increase shall be in addition to all parties have signed the Base Rent Sublease Agreement on page 10 of this lease. The execution of subletting is the sole responsibility of the original Lessee(s) and Additional Rent due Landlord under this LeaseSub-Lessee(s).

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose Section 1. Lessee shall not assign, transfer, mortgage or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign pledge this Lease or sublet said Demised Premisesgrant a security interest in Lessee's rights hereunder, or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) or permit anyone other than Lessee to occupy all or any part thereofof the demised premises or suffer or permit this Lease or the leasehold interest hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by voluntary act, operation of law, or otherwiseunless, without obtaining in each instance (i) the prior written consent of Landlord Lessor thereto shall have been obtained, which may be withheld in each instance. Tenant Lessor's sole discretion, (ii) any defaults then existing with respect to the obligations of Lessee under this Lease shall seek have been cured, (iii) the rental rate of any such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord sublease is equal to any assignment or greater than the rental rate under this Lease for the period of this Lease or corresponding to any subletting the term of the Demised Premises shall be at Landlord’s sole discretion sublease, and shall not be (iv) in the case of a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such proposed assignment, sublease or transferoccupancy by another person or entity, the proposed assignee, sublessee, or occupant is qualified to do business in Massachusetts and has a sufficient financial net worth to satisfy the obligations of Lessee hereunder, and such assignee, sublessee, or occupant executes and delivers to Lessor an agreement satisfactory to Lessor by which such assignee, sublessee or occupant shall be bound by and shall assume in writing for all the benefit obligations of Landlord, its successors and assigns, Lessee under this Lease relating to the portion or all of the termsPremises acquired by such assignee, covenants sublessee or occupant. Notwithstanding anything to the contrary contained herein, Lessee shall have the right to assign its interest in this Lease to an entity which holds the controlling interest in Lessee or of which Lessee holds the controlling interest, provided that (i) any defaults then existing with respect to the obligations of Lessee under this Lease shall have been cured, and conditions (ii) the proposed assignee is qualified to do business in Massachusetts and has a financial net worth at least equal to that of Lessee as of the date of this Lease thereafter and as of the date of such proposed assignment, and such assignee executes and delivers to Lessor an agreement satisfactory to Lessor by which such assignee shall be performed bound by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with assume all the terms obligations of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord Lessee under this Lease.

Assignment or Subletting. 13.01 Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to assign or in any manner transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, interest in this Lease without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, and not to sublet the Premises or any part of the Premises or to allow anyone to use or to come in, through or under the Premises without Landlord's consent, which consent shall not be unreasonably withheld or delayed. Any attempted subletting or assignment without Landlord's consent shall be voidable in Landlord's sole discretion and, at Landlord's option, shall grant Landlord the right to terminate this Lease or to exercise any of the other rights or remedies it may have hereunder. If consented to, no assignment or subletting shall be binding upon Landlord unless the sublessee or assignee shall deliver to Landlord an instrument (in each instancerecordable form, if Landlord so requests) containing an agreement of assumption of all of Tenant's obligations under this Lease. In no event may Tenant shall seek such assign, sublet or otherwise transfer this Lease or any interest in this Lease at any time while an Event of Default exists hereunder. Landlord may, in its sole discretion, refuse to give its consent to any proposed subletting or assignment or exercise its other rights hereunder for any reason, including, but not limited to, the financial condition, creditworthiness or business reputation of Landlord by a written request thereforthe proposed sublessee or assignee, setting forth such information as Landlord may deem necessarythe prevailing market or quoted rental rates for space in the Building or other comparable buildings, and the proposed use of the Premises by, or business of, the proposed sublessee or assignee. Consent One consent by Landlord to a subletting or assignment will not be deemed a consent to any subsequent assignment, subletting, occupation or use by any other person. Neither the consent to any assignment or subletting nor the acceptance of rent from an assignee, subtenant or occupant will constitute a release of Tenant from the further performance of the obligations of Tenant contained in this Lease. A dissolution, merger, consolidation, or other reorganization of Tenant and the issuance or transfer of twenty (20%) percent or more of the voting capital of Tenant to persons other than shareholders as of the beginning of such period within any twelve (12) month period, shall each be deemed to be an assignment of this Lease, and as such, prohibited without Landlord's prior written consent. Notwithstanding anything in this paragraph to the contrary, Landlord shall allow the occupancy of the Premises by Tenant's parent company or a subsidiary or an affiliate which is wholly owned by Tenant (the "Related Entity"), or the assignment of this Lease or the subletting of all or a portion of the Premises to a Related Entity provided that: (i) Tenant shall give written notice to Landlord at least sixty (60) days prior to said proposed occupancy, assignment or subletting setting forth the terms thereof together with such financial and other information Landlord may request; and (ii) any such occupancy, assignment or subletting shall not constitute a release of Tenant from the further performance of the obligations of Tenant contained in this Lease; and (iii) any such occupancy, assignment or subletting shall be subject to Sections 13.03 and 13.04. 13.02 In the event Tenant desires to sublet all or a portion of the Premises or assign this Lease, Tenant shall give notice to Landlord setting forth the terms of the proposed subletting or assignment together with such financial and other information Landlord may reasonably request. Landlord shall have the right, exercisable by written notice to Tenant within sixty (60) days after receipt of Tenant's notice, (i) to consent or refuse to consent thereto in accordance with Paragraph 13.01 above, or (ii) to terminate this Lease which termination may, in Landlord's sole discretion, be conditioned upon Landlord and the proposed subtenant/assignee entering into a new Lease. However, in the event Landlord desires to elect to terminate this Lease, it shall first notify Tenant of its desire whereupon Tenant may withdraw the request within ten (10) days after Landlord's notice by the delivery of written withdrawal thereof to Landlord whereupon Landlord shall withdraw its recapture option and Tenant shall remain fully obligated under this Lease. 13.03 Upon the occurrence of an Event of Default, as defined under Section 18, if all or any part of the Premises are then sublet or assigned, Landlord, in addition to any subletting other remedies provided by this Lease or by law, may, at its option, collect directly from the sublessee or assignee all rent becoming due to Landlord by reason of the Demised Premises shall be at Landlord’s sole discretion and subletting or assignment. Any collection by Landlord from the sublessee or assignee shall not be construed to constitute a waiver or release of Landlord’s rights Tenant from the further performance of its obligations under this Article as to any subsequent assignment Lease or subletting. Landlord’s rights to the making of a new Lease with such sublessee or assignee. 13.04 In the event Tenant shall sublet all or a portion of the Premises or assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assignsLease, all of the terms, covenants and conditions sums of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental money or other economic consideration received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlordor its affiliates, directly or indirectly, as a result of such subletting or assignment, whether denominated as rent or otherwise, which increase shall be exceed in addition the aggregate the total sums which Tenant is obligated to the Base Rent and Additional Rent due pay Landlord under this LeaseLease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable to Landlord as additional rent under this Lease without effecting or reducing any other obligation of Tenant hereunder.

Assignment or Subletting. Tenant agrees 11.1 Except as provided in the next sentence, Lessee shall not assign this Lease, or any interest herein, or sublet or allow any other person, firm, or corporation to use and or occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor, which consent will not be unreasonably withheld or delayed. However, in each instance. Tenant shall seek such consent connection with Lessee's sale of Landlord by substantially all of its assets or a written request thereformerger, setting forth such information as Landlord reorganization or consolidation with any other person or entity, Lessee may deem necessary. Consent by Landlord assign this Lease to any such successor so long as the net worth of such successor is equal to or greater than that of Lessee on the date of such assignment. Notwithstanding anything herein to the contrary, in no event shall Lessee assign this Lease or transfer a substantial portion of its assets or a controlling percentage of its capital stock for the purpose of avoiding any of the obligations hereunder due Lessor. Lessor shall have the right to make such investigations as it deems reasonable and necessary in determining the acceptability of the proposed assignee or subtenant. Such investigations may include inquiries into the financial background, business history, capability of the proposed assignee or subtenant in its line of business, and the quality of its operations. Under no circumstances shall Lessor be obligated to consent to the assignment of this Lease or to any the subletting of the Demised Premises to any entity whose use of the Premises Lessor deems inconsistent with the Protective Covenants described in Section 25 hereof. Lessee shall provide to Lessor such information as Lessor may reasonably require to enable it to determine the acceptability of the proposed assignee or subtenant, including information concerning all of the foregoing matters, and Lessor shall have no obligation to consent to any assignment or subletting unless it has received from Lessee (at no cost or expense to Lessor) the most recent financial statements of the proposed assignee or subtenant and such other information as Lessor reasonably requires, all certified to be at Landlord’s sole discretion true and correct by the chief financial officer or general partner of such proposed assignee or subtenant. No assignment or subletting without Lessor's consent shall release Lessee from its obligations under this Lease nor shall Lessee permit this Lease or any interest herein or in the tenancy hereby created to become vested in or owned by any other person, firm, or corporation by operation of law or otherwise. The power of Lessor to give or withhold its consent to any assignment or subletting shall not be exhausted by the exercise thereof on one or more occasions, but shall be a continuing right and power with respect to any type of transfer, assignment or subletting. 11.2 If Lessee shall assign this Lease or sublet the Premises in any way not authorized by the terms hereof, the acceptance by Lessor of any Amount Due from any person claiming as assignee, sublessee, or otherwise shall not be construed as a recognition of or consent to the assignment or subletting or as a waiver of Landlord’s rights the right of Lessor thereafter to collect any rent from Lessee, it being agreed that Lessor may at any time accept any Amount Due under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any person offering to pay it without thereby acknowledging the person so paying as lessee in place of Tenant’s Lessee herein named, and without releasing Lessee from the obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, and without recognizing the claims under which such person offers to pay any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant Amount Due, but it shall be forwarded taken to and retained be a payment on account by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseLessee.

Assignment or Subletting. 14.01 Tenant agrees not to use and occupy assign or in any manner transfer this Lease or any interest in this Lease without the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intendedprevious written consent of Landlord, and not to sublet the entire Premises or allow anyone to use or to come in with, through or under it without like consent, which consent will not be withheld unreasonably if the proposed subtenant's or assignee's proposed use of the Premises does not violate the use clause of this Lease. In no event may Tenant assign or otherwise transfer this Lease or any interest in this Lease at any time while in default hereunder. One such consent will not be deemed a consent to any subsequent assignment, subletting, occupation or use by any other person. Notwithstanding the foregoing, Tenant may, however, assign this Lease after ten (10) days written notice to Landlord (but without Landlord's consent) to a corporation with which it may merge or sublet said Demised Premisesconsolidate, to any parent or subsidiary of Tenant or subsidiary of Tenant's parent, or to the purchaser of substantially all of Tenant's assets if the assignee executes an agreement reasonably acceptable to Landlord assuming Tenant's obligations hereunder and agrees to pay Landlord's reasonable attorneys' fees in reviewing and/or approving any part thereofsuch proposed assignment. The acceptance of rent from an assignee, whether by voluntary act, operation of law, subtenant or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall occupant will not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the release Tenant from any or alter the primary liability of Tenant’s Tenant to perform the obligations of Tenant contained in this Lease contained, nor shall Lease. In the event of any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the termsPremises where the rental or other consideration reserved in the sublease or by the assignment exceeds the rental or pro rata portion of the rental, covenants and conditions as the case may be, for such space reserved in this Lease, Tenant agrees to pay Landlord monthly, as additional rent, on the Rent Day, the excess of the rental or other consideration reserved in the sublease or assignment over the rental reserved in this Lease thereafter applicable to be performed by the subleased/assigned space. Tenant acknowledges that Landlord selected Tenant in part on the basis of Tenant's proposed use and shall agree in writing occupation of the Premises and agrees that Landlord may withhold consent to be bound thereby. Should Tenant any proposed sublease in accordance with or assignment if the terms subtenant's or assignee's proposed use of the Premises would violate the use clause of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose shall not assign, mortgage, or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign encumber this Lease nor sublet or sublet said Demised Premises, permit the Premises or any part thereof, whether thereof to be used by voluntary act, operation of law, or otherwiseothers, without obtaining the prior written consent of Landlord, which shall not be unreasonably withheld. It is acknowledged and agreed that Landlord shall have the right to withhold its consent to any such subletting to the extent that the intended use of the Premises by such subtenant is objectionable to Landlord or such subtenant does not have a substantiable net worth equal to or greater than that of the Tenant as of the date of the Lease. If this Lease is assigned by Tenant or if the Tenant sublets the Premises for rent in each instance. excess of the Rent payable hereunder, Tenant shall seek pay any such excess to Landlord. If this Lease is assigned or if the Premises or any part thereof is sublet, or occupied other than by Tenant, Landlord, in the event of default by Tenant, may collect rent directly from the assignee, subtenant, or occupant and apply the amount collected to the Rent due from Tenant. Such action by Landlord shall not constitute a waiver of this provision nor a release of Tenant from any obligation under this Lease. The consent of Landlord by a to an assignment or subletting shall not be construed to relieve Tenant from obtaining the written request therefor, setting forth such information as Landlord may deem necessary. Consent by consent of Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent further assignment or subletting. Landlord’s rights to assign Any assignment or subletting under this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve automatically cancels any options to extend the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate Term which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasehave been granted hereunder.

Assignment or Subletting. Except as otherwise permitted by Tenant agrees to use and occupy in the Prime Lease, Tenant shall not (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Tenant's interest by operation of law; (iii) further sublet the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether ; or (iv) permit the occupancy of the Demised Premises or any part thereof by voluntary act, operation of law, or otherwise, anyone other than Tenant without obtaining the prior written consent of Landlord in each instanceLandlord. Tenant shall seek such Landlord's consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any an assignment of this Lease Sublease or to any subletting a further sublease of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to unreasonably withheld or delayed. A. No permitted assignment shall be effective and no permitted sublease shall commence unless and until any subsequent default by Tenant hereunder shall have been cured. No permitted assignment or subletting. Landlord’s rights subletting shall relieve Tenant from Tenant's obligations and agreements hereunder and Tenant shall continue to assign this Lease are be liable as a principal and shall remain unqualified. No such not as a guarantor or surety to the same extent as though no assignment or subleasing subletting had been made. B. This prohibition against certain assignments or subletting without Landlord's written consent shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall be construed to include prohibition against any assignment or sublease subletting by operation of law, legal process, receivership, bankruptcy or other transfer of this otherwise, whether voluntary or involuntary. It is understood that Prime Landlord's consent under the Prime Lease shall also be effective unless the assignee, subtenant or transferee shall at the time of required in connection with any such assignment, sublease or transfer. Tenant shall provide any notice required by the Prime Lease to Landlord and Prime Landlord. C. The consent by Landlord to any assignment, assume in writing for the benefit transfer, or subletting to any party shall not be construed as a waiver or release of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with under the terms of any covenant or obligation under this LeaseSublease, nor shall the collection or acceptance of Rent and/or Additional Rent from any increase such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant with respect to any covenant or obligation contained in rental received this Sublease, nor shall any such assignment, transfer or subletting be construed to relieve Tenant from obtaining the consent in writing of Landlord to any further assignment, transfer or subletting. D. If Landlord shall give its consent to any assignment of this Sublease or to any sublease, Tenant shall, in consideration thereof, pay to the Landlord, as Additional Rent, an amount equal to one hundred percent (100%) of all sums and other consideration paid to Tenant by Tenant over the per square foot rental rate which is being assignee or sublessee for or by reason of such assignment or sublet within thirty (30) days after the same has been paid by Tenant shall be forwarded the assignee or sublessee to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseTenant.

Assignment or Subletting. (a) Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose shall not, either voluntarily or purposes herein specified and for no other purposesby operation of law, in the manner and to substantially the extent now intendedtransfer, and not to transfer mortgage or assign this Lease or sublet said Demised Premisesany interest herein, or sublet the Leased Premises or any part portion thereof, whether or otherwise allow or suffer the Leased Premises or any portion thereof to be used by voluntary act, operation of law, or otherwiseany other person, without obtaining the prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any transfer of a partnership interest, membership in each instancea limited liability company, or stock or the issuance or redemption thereof that singly, or in the aggregate, results in a change in the legal or beneficial ownership of the majority of the ownership interests of Tenant as it exists on the date of this Lease, shall be deemed to be a transfer in violation of this Section, unless Xxxxxxxx’s prior written consent is obtained as provided herein. Any such attempted assignments, subletting or occupancy without Landlord’s prior written consent shall be void and shall confer no rights whatsoever on any party and shall, at Xxxxxxxx’s option, constitute a default hereunder. (b) The consent by Xxxxxxxx to an assignment, subletting, occupancy or use arrangement shall not relieve Tenant shall seek such from primary liability hereunder or from the obligation to obtain the express consent in writing of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any further assignment, subletting, occupancy or use arrangement. If Tenant shall request Xxxxxxxx’s consent to a sublease, assignment or use agreement hereunder, Tenant shall pay Landlord’s expenses, including reasonable legal fees, incurred in connection with the processing and reviewing of this documents necessary to evaluate such request. (c) Notwithstanding the foregoing or anything else to the contrary herein, Landlord hereby acknowledges that Tenant intends to place in, upon, or about the Leased Premises certain personal property (the "Personal Property"), and that from time to time, Tenant may grant a security interest in and to the Personal Property. Accordingly, Landlord hereby waives any and all liens, claims, or rights which Landlord may have, or which may accrue to Landlord in the future, to the Personal Property by virtue of the Lease or arising by operation of law or equity or otherwise regardless of whether such liens, claims, or rights are contractual constitutional, statutory, or equitable. Further, Landlord hereby agrees to execute at any subletting of the Demised Premises shall be at Landlord’s sole discretion time, and shall not be a waiver of Landlord’s rights under this Article as from time to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease containedtime, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease within fifteen (15) days after Xxxxxx's request therefor given in accordance with the terms notice provisions of this the Lease, any increase in rental received such documentary evidence of Landlord's said waiver of lien rights as may be required by Tenant over the per square foot rental rate which is being paid by or any of Tenant's lender(s), provided that Tenant shall be forwarded to and retained by reimburse Landlord, which increase shall be in addition ’s reasonable attorney’s fees related to the Base Rent and Additional Rent due Landlord under this Leasereview of such documents.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request thereforrequest, setting forth such information as Landlord may deem necessary. Landlord agrees not to withhold consent unreasonably. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s 's rights under this Article as to any subsequent assignment or subletting. Landlord’s 's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s 's obligations in this Lease contained, contained nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant sublessee, or transferee shall at the time of such assignment, sublease sublease, or transfer, assume in writing for the benefit of Landlord, its successors and successors, or assigns, all of the terms, covenants covenants, and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant tenant sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and may not to transfer or assign this Lease (whether voluntary or involuntarily, by operation of law or otherwise), or sublet said Demised Premises, the Leased Premises or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instanceLandlord, which consent will not be unreasonably withheld, delayed, or conditioned. Tenant shall seek No such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent assignment or subletting if approved by Landlord to shall relieve Tenant of any of its obligations hereunder, and, the performance or nonperformance of any of the covenants herein contained by subtenants shall be considered as the performance or the nonperformance by Tenant. A merger, consolidation or sale of substantially all (50% or more) of the assets of Tenant or a transfer of a substantial ownership interest (50% or more) in Tenant, except for transfers by will or otherwise upon death, shall constitute an assignment of this Lease for the purpose of this paragraph. Any consent to assignment or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and given by Landlord shall not be constitute a waiver of Landlord’s rights under this Article as necessity for such consent to any a subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall Notwithstanding any assignment or sublease or other transfer sublease, Tenant and all Guarantors shall remain fully liable under the terms and conditions of this Lease and shall not be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all released from performing any of the terms, covenants and conditions hereof. Any assignee or subtenant (in addition to Tenant) shall be personally responsible for all payments, conditions, covenants and agreements contained in or provided by this Lease. Any assignment or subletting in violation of this Lease thereafter paragraph 21 shall be null and void, and at Landlord’s option, shall constitute a default under this Lease. Tenant hereby assigns and transfers to Landlord all of Tenant’s interest in all rentals and income arising from any sublease made by Tenant, and Landlord may collect such rent and income and apply same toward Tenant’s obligations under this Lease. Landlord shall not, by reason of this or any other assignment of such sublease to Landlord nor by reason of the collection of the rents from a subtenant, be deemed liable to the subtenant for any failure of Tenant to perform and comply with any of Tenant’s obligations to such subtenant under such sublease. Tenant hereby irrevocably authorizes and directs any such subtenant, upon receipt of a written notice from Landlord stating that a default exists in the performance of Tenant’s obligations under this Lease, to pay to Landlord the rents due and to become due under the sublease. Tenant agrees that such subtenant shall have the right to rely upon any such statement and request from Landlord, and that such subtenant shall pay such rents to Landlord without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary. Tenant shall have no right or claim against said subtenant or Landlord for any such rents so paid by said subtenant to Landlord. No sublease entered into by Tenant shall be effective unless and until it has been approved in writing by Landlord. In entering into any sublease, Tenant shall use only such form of sublease as is reasonably satisfactory to Landlord, and once approved by Landlord, such sublease shall not be changed or modified without Landlord’s prior written consent. Any subtenant shall, by reason of entering into a sublease under this Lease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every obligation herein to be performed by Tenant other than such obligations as are contrary to or inconsistent with provisions contained in a sublease to which Landlord has expressly consented in writing. No subtenant shall further assign or sublet all or any part of the Leased Premises without Landlord’s prior written consent, which will not be unreasonably withheld or delayed. In any situation in which Landlord consents to an assignment or sublease hereunder, Tenant shall promptly deliver to Landlord a fully executed copy of the final sublease agreement or assignment instrument and all ancillary agreements relating thereto. No assignment shall agree in writing be effective unless the assignee has agreed within the assignment instrument to assume the obligations of Tenant hereunder and to be personally bound therebyby all of the covenants, terms and conditions hereof on the part of Tenant to be performed or observed hereunder. Should If Tenant sublease shall assign or sublet the Premises or request the consent of Landlord to any assignment or subletting or if Tenant shall request the consent of Landlord for any act Tenant proposes to do then Tenant shall pay Landlord’s reasonable costs and expenses incurred in accordance connection therewith, including attorneys, architects’, engineers’ or other consultants’ fees. In addition, Tenant shall pay to Landlord, as additional rent, all reasonable additional direct and indirect expenses incurred by Landlord due to any such assignee or sublessee taking possession of the Premises, including, but not limited to, freight elevator operation, security service, janitorial service and rubbish removal. Landlord reserves the right to condition any approval to assign or sublet upon Landlord’s determination that (i) the proposed assignee or subtenant shall conduct a business on the Premises of a quality substantially equal to that of Tenant and consistent with the terms general character of this Leasethe other occupants of the Building, any increase in rental received by Tenant over and (ii) the per square foot rental rate which is being paid by proposed assignee or subtenant be financially responsible Tenant shall be forwarded have an unrestricted right, at any time during the lease term or any extension period, without Landlord’s approval, to and retained by Landlordassign the lease or to sublease all or any portion of the Premises to any successor organization (defined as a parent, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasesubsidiary or affiliated entity resulting from a merger, acquisition or reorganization of Tenant).

Assignment or Subletting. A. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose shall not, directly or purposes herein specified and for no other purposesindirectly, in the manner and to substantially the extent now intendedvoluntarily or involuntarily, and not to assign, pledge, encumber, or otherwise transfer or assign this Lease or any interest therein, and shall not sublet said Demised Premises, the Premises or any part thereofthereof or any right or privilege appurtenant thereto, whether or permit any other person (the authorized representatives of Tenant excepted) to occupy or use the Premises or any portion thereof (collectively “assign”) without first receiving the written consent of Landlord. Landlord agrees not to unreasonably withhold such consent, but may in lieu of granting such consent terminate this Lease or exercise its other rights, all as hereinafter provided. Any such assignment without Landlord’s consent shall be void and shall, at the option of Landlord, constitute a default hereunder entitling Landlord to terminate this Lease and giving rise to all other remedies available to Landlord for breach of this Lease. A consent to one assignment shall not be deemed to be a consent to any other or further assignment. This Lease and any interest in it shall not be assignable as to the interest of Tenant by voluntary act, operation of law, or otherwise, law without obtaining the prior written consent of Landlord. B. In the event Tenant contemplates an action under Subparagraph A, Tenant shall give Landlord in each instanceforty-five (45) days’ notice thereof, designating the terms proposed and, if a sublease, the term thereof and space proposed to be sublet. Tenant shall seek also provide a current financial statement of any proposed assignee or subtenant. Landlord shall have the prior right and option, to be exercised by notice to Tenant given within thirty (30) days after receipt of Tenant’s notice of intention to assign, (i) to assign from Tenant any portion of the Premises proposed by Tenant to be assigned, for the term for which such consent portion is proposed to be assigned, but at the same Rent as Tenant is required to pay to Landlord under this Lease for the same space, computed on a pro rata share of rentable square footage basis, (ii) to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be assigned, (iii) to approve Tenant’s proposal to assign, subject to Landlord’s subsequent written approval of the specific agreement between Tenant and the proposed assignee, and which agreement shall require, among other things, that the sublease or assignee maintain insurance for the benefit of Landlord by a written request thereforin accordance with Article 12 hereof, setting forth or (iv) to terminate this Lease in its entirety if, after said subleasing or assignment, Tenant shall have then subleased or assigned more than 25% of the original square footage of the Premises. Upon acceptance of the offer to terminate this Lease as it pertains to the portion of the Premises Tenant seeks to assign or upon acceptance of the offer to terminate this Lease in its entirety, this Lease (in its entirety or as it pertains to said portion, as the case may be) shall terminate as of the end of the calendar month in which such information as notice of acceptance is given to Tenant. Tenant shall thereupon vacate and surrender to Landlord may deem necessaryall or such portion of the Premises and the provisions of this Lease applicable to termination upon expiration of the Term shall apply to all or to such portion of the Premises. Consent by Landlord Such termination shall not relieve Tenant from liability for any breach or default with respect to any all or such portion of the Premises occurring prior to termination. C. For purposes of this paragraph, the following events shall be deemed an assignment of this Lease or a sublease of the Premises, as appropriate: (i) the issuance of an equity interest (whether a stock or partnership interest or otherwise) to any subletting person or group of related persons, in a single transaction or a series of related or unrelated transactions such that, following such issuance, such person or group shall have control of Tenant; or (ii) a transfer of control in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, or reorganization), except that the transfer of the Demised Premises shall be at Landlord’s sole discretion and outstanding stock of any corporate Tenant by persons or parties other than “insiders” within the meaning of the Securities Exchange Act of 1934, as amended, through any recognized national or international securities exchange or through the “over-the-counter” market shall not be a waiver included in the determination of Landlord’s rights under this Article as to any subsequent assignment or sublettingwhether control has been transferred. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer For purposes of this Lease be effective unless the assigneeparagraph, subtenant or transferee “control” shall at the time mean ownership of such assignment, sublease or transfer, assume in writing for the benefit not less than 50% of Landlord, its successors and assigns, all of the terms, covenants and conditions voting stock of this Lease thereafter to be performed by Tenant and shall agree a corporation or of not less than 50% of all of the legal or equitable interest in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leaseother business entity.

Assignment or Subletting. Tenant TENANT agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwisethat it shall not, without obtaining the prior written consent of Landlord in each instancethe LANDLORD, which LANDLORD may not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof by anyone other than the TENANT, voluntarily or by operation of law. Tenant If TENANT shall seek such consent be a corporation, any transfer of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord majority of the capital stock of said corporation shall be deemed to any be an assignment of this Lease Lease. If TENANT shall be a partnership or to limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the Demised Premises shall covenants and agreements herein contained on the part of TENANT to be at Landlord’s sole discretion performed and shall not observed, such liability to be a waiver joint and several with that of Landlord’s rights any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Article as Lease thereby agreeing so to any subsequent be bound. Without limitation, it is expressly understood and agreed that no assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations TENANT'S interest in this Lease containedor sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, nor which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasesister corporations.

Assignment or Subletting. Tenant Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or of purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor in each instance. Tenant Lessee shall seek such consent of Landlord Lessor by a written request therefor, setting forth such information as Landlord Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Landlord Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s Lessor's rights under this Article as to any subsequent assignment or subletting. Landlord’s Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant Lessee from any of Tenant’s Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LandlordLessor, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant Lessee and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant Lessee agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or of purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, intended and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord Lessor in each instance. Tenant Lessee shall seek such consent of Landlord Lessor by a written request therefor, therefor setting forth such information as Landlord Lessor may deem necessary. Lessor agrees not to withhold consent unreasonably. Consent by Landlord Lessor to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s Lessor's rights under this Article as to any subsequent assignment or subletting. Landlord’s Lessor's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant Lessee from any of Tenant’s Lessee's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant sublessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of LandlordLessor, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant Lessee and shall agree in writing to be bound thereby. Should Tenant Lessee sublease in accordance with the terms of this Lease, . fifty percent (50%) of any increase in rental received by Tenant Lessee over the per square foot rental rate which is being paid by Tenant Lessee shall be forwarded to and retained by LandlordLessor, which increase shall be in addition to the Base Rent and Additional Rent due Landlord Lessor under this Lease.

Assignment or Subletting. Without the written consent of Landlord first obtained in each case, Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose shall not assign, transfer, mortgage, pledge, or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer otherwise encumber or assign dispose of this Lease or sublet said Demised Premises, the Leased Premises or any part thereof or permit the Leased Premises to be occupied by other persons. Landlord's exercise of its consent shall be in its sole discretion (sole discretion shall be deemed to mean that Landlord need not be reasonable in granting or withholding its consent). In furtherance thereof, whether in the case of a subletting, Landlord's consent may be predicated, among other things, upon Landlord becoming entitled to collect and retain all Rent and any other economic consideration payable under the sublease, and in the case of an assignment, Landlord's consent may be predicated, among other things, upon Landlord's right to increase Base Rent and the Security Deposit, and to require additional guaranties of payment and performance of the obligations of "Tenant" under this Lease, and further upon Landlord's becoming entitled to collect and retain any economic consideration for said assignment paid or payable by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instanceprospective assignee to Tenant. Tenant shall seek pay all attorneys' fees and costs incurred by Landlord pursuant to this paragraph in connection with Landlord's review of any proposed assignment or sublease. If this Lease be assigned, or if the Leased Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect or accept Rent from the assignee, subtenant, or occupant and apply the net amount collected or accepted to the Rent herein reserved, but no such collection or acceptance shall be deemed a waiver of this covenant or the acceptance of the assignee, subtenant, or occupant as Tenant, nor shall it be construed as, or implied to be, a release of Tenant or any guarantor of the Lease from the further observance and performance by Tenant of the terms, provisions, covenants and conditions herein contained. Landlord shall have a right of first refusal with regard to any proposed sublease or assignment on the same terms and conditions as contained in such proposed sublease or agreement to assign, which right of first refusal shall be exercisable by Landlord giving notice of its intention to do so within thirty (30) business days after receipt of any proposed sublease or assignment. The consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and hereunder shall not be a waiver of Landlord’s rights under this Article construed as releasing Tenant from any liability hereunder or as constituting the consent by Landlord to any subsequent assignment or subletting, which subsequent assignment or subletting shall require the prior written approval of Landlord as provided herein in each instance. In the event an assignment is permitted by Landlord’s rights , contemporaneously with the granting of Landlord's consent, Tenant shall cause the assignee to assign expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefor along with Tenant (but any assignee who does not expressly assume such obligations in writing shall nevertheless be deemed to have assumed such obligations by acceptance of any such assignment). Any assignment, subletting, hypothecation, pledging or other disposition of Tenant's interest hereunder, in violation of the terms hereof shall be deemed null and void, and shall constitute an act of default hereunder. If Tenant is not an individual, any direct or indirect change in the ownership (legal or equitable) of a controlling and/or a majority interest of Tenant, whether such change in ownership occurs at one time or as a result of sequential incremental changes, and whether said change is by sale, assignment, hypothecation, bequest, inheritance, operation of law, merger or consolidation, or otherwise, shall be deemed an assignment of this Lease are subject to the consent of Landlord, the failure of which shall be deemed a default hereunder. Notwithstanding the foregoing, the provisions of this paragraph shall not, however, be applicable to an assignment of this Lease by Tenant to a wholly-owned subsidiary or controlling corporation, provided (and it shall remain unqualified. No be a condition of the validity of any such assignment) that such wholly-owned subsidiary or controlling corporation agree directly with Landlord to be bound by all of the obligations of Tenant hereunder, including, without limitation, the obligation to pay Rent and other amounts provided for under this Lease, and the covenant against further assignment; but such assignment or subleasing shall not relieve the Tenant from herein named of any of its obligations hereunder, and Tenant shall remain fully liable therefor. Furthermore, it is specifically understood and agreed that said assignment to a wholly-owned subsidiary or controlling corporation shall be valid only for such period of time as said wholly-owned subsidiary or controlling corporation remains a wholly-owned subsidiary or controlling corporation of Tenant’s obligations ; and in this Lease containedthe event Tenant shall ever sell or otherwise transfer said controlling interest in said wholly-owned subsidiary to another person or entity, nor or if said controlling corporation shall any assignment or sublease or other transfer cease to control Tenant, unless Landlord shall have specifically assented thereto, the same shall be deemed to be a material breach of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter entitling Landlord forthwith to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under terminate this Lease.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose shall not assign, mortgage, pledge, or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to otherwise transfer or assign encumber this Lease or any interest therein, either voluntarily or by operation of law or otherwise, or sublet said Demised the whole or any part of the Leased Premises, or permit occupancy by anyone else, without obtaining on each occasion Landlord’s prior written consent, which consent Landlord may deny, regardless of commercial reasonableness. In any part thereofassignment the assignee must assume this Lease in writing on Landlord’s form. Any request for Landlord’s consent to assignment or subletting shall be accompanied by payment of Landlord’s reasonable administrative and attorneys’ fees relating thereto. Notwithstanding an assignment or subletting or occupancy of the Leased Premises by anyone other than Tenant, whether Tenant shall not be released (nor shall any of Tenant’s constituents, partners, or members be released) from any obligations, liabilities or covenants under this Lease and shall continue to remain responsible. Landlord shall have the right to collect Rent from any assignee, subtenant or other occupant without releasing Tenant or waiving any right against Tenant for its default under this Article and without accepting the payor as a permitted tenant. Any transfer of (i) any corporate stock of; (ii) any partnership interest in; or (iii) any membership interest in Tenant that is deemed by voluntary actFederal Banking regulations with jurisdiction over Tenant to constitute a change in control under Federal Banking law, or a merger, consolidation or liquidation of or by Tenant, either voluntarily or by operation of law, shall be deemed an assignment and require Landlord’s consent as stated above. Under any circumstances, Landlord shall not be liable for any money damages to Tenant or otherwiseTenant’s proposed assignee, without obtaining the prior written transferee or subtenant for refusal to consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment or transfer of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any transfer of Tenant’s obligations in this Lease contained, nor shall corporate stock or sale of Tenants business or for refusal to consent to any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant subletting; Tenants sole remedy shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasespecific performance.

Assignment or Subletting. So long as Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposesis not in default under this Lease, Tenant may assign its interest in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any the entire Premises (but not a part thereof, whether by voluntary act, operation ) to (i) a wholly owned corporation or controlled subsidiary of law, Tenant; or otherwise, (ii) the parent corporation through which Tenant is authorized to operate its business. Tenant shall make no other assignment or subletting without obtaining the prior written consent of Landlord in each instance. Tenant shall seek Landlord, and upon such consent of Landlord by a written request therefor, setting forth such information terms and conditions as Landlord may deem necessaryapprove. Consent by Landlord to any A change in ownership of Tenant shall be an assignment of this Lease for purposes of this Section. Any assignment or sublease shall not release or relieve Tenant from any obligations of this Lease. Tenant shall pay to Landlord, as Additional Rent, the sum of $3,000.00 to cover Landlord's administrative costs, overhead and counsel fees, plus all out-of-pocket expenses above such amount, in connection with such assignment or subletting consented to by Landlord and any subletting and all additional costs and expenses incurred hereunder. Any assignee of Tenant shall assume Tenant's obligations hereunder and shall deliver to Landlord an assignment and assumption agreement in form satisfactory to Landlord within ten days after the effective date of the Demised Premises assignment. Notwithstanding the foregoing, regardless of Landlord's consent or the need under this Section to obtain Landlord's consent, no assignment or subletting shall be at Landlord’s sole discretion and release Tenant from this Lease. Acceptance of Rent from any other person shall not be deemed a waiver by Landlord of Landlord’s rights under any provision of this Article as Lease. Consent to one assignment or subletting shall not be deemed a consent to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve In the Tenant from any event of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer involving rent in excess of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and or Additional Rent due required under this Lease (“Excess Rent”), Landlord shall participate in the Excess Rent. Tenant shall promptly pay to Landlord, as additional rent, fifty percent (50%) of all such Excess Rent collected from the assignee or subtenant, and shall supply Landlord with a true copy of each assignment or sublease, and in the case of the former, an originally executed assumption by the assignee of all of Tenant's obligations under this Lease.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and and, except as to substantially the extent now intendedan “Intracorporate Transfer” (as defined below), and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may reasonably deem necessary. Landlord agrees not to withhold, delay or condition consent unreasonably. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights right under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and or assigns, all of the terms, covenants covenants, and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in aggregate rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease. Notwithstanding the foregoing to the contrary, Tenant shall have the right, upon notice to but without the consent of Landlord, to assign this Lease or sublet the Demised Premises to a corporation, person or entity which: (i) is a corporation, person or entity in which Tenant, Tenant’s parent or an affiliate of Tenant owns, or the shareholders of Tenant or Tenant’s parent corporation own, in excess of fifty percent (50%) of the outstanding capital stock or ownership interest; or (ii) as a result of a consolidation, merger or other reorganization with Tenant and/or Tenant’s parent corporation; or (iii) acquires or is acquiring all or substantially all of the outstanding capital stock or assets of Tenant or Tenant’s parent; or (iv) as a result of a change of the domicile of Tenant or the reincorporation of Tenant in another jurisdiction, shall own all or substantially all of the assets of Tenant (collectively, an “Intracorporate Transfer”). (a) Tenant shall remain fully liable during the unexpired term of this Lease, including any exercised renewal or extension options; (b) the assignee or subtenant pursuant to (ii) or (iii) shall assume the obligations of Tenant under this Lease without thereby releasing the Tenant; and (c) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this Lease.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended. Tenant further agrees, and with the exception of any related entities, affiliates or surviving mergers, not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request therefortherefore, setting forth such information as Landlord may reasonably deem necessary. Landlord agrees not to withhold consent unreasonably. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s 's rights under this Article as to any subsequent assignment or subletting. Landlord’s 's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s 's obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee transferee, shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental (net of costs incurred in negotiating and consummating the transaction, including, without limitation, marketing and advertising cost, tenant allowances, brokerage commissions and attorneys' fees) received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose SECTION 1. Lessee shall not assign, transfer, mortgage or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign pledge this Lease or sublet said Demised Premisesgrant a security interest in Lessee's rights hereunder, or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) or permit anyone other than Lessee to occupy all or any part thereofof the demised premises or suffer or permit this Lease or the leasehold interest hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by voluntary act, operation of law, or otherwiseunless, without obtaining in each instance (i) the prior written consent of Landlord Lessor thereto shall have been obtained, which may be withheld in each instance. Tenant Lessor's sole discretion, (ii) any defaults then existing with respect to the obligations of Lessee under this Lease shall seek have been cured, (iii) the rental rate of any such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord sublease is equal to any assignment or greater than the rental rate under this Lease for the period of this Lease or corresponding to any subletting the term of the Demised Premises shall be at Landlord’s sole discretion sublease, and shall not be (iv) in the case of a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such proposed assignment, sublease or transferoccupancy by another person or entity, the proposed assignee, sublessee, or occupant is qualified to do business in Massachusetts and has a sufficient financial net worth to satisfy the obligations of Lessee hereunder, and such assignee, sublessee, or occupant executes and delivers to Lessor an agreement satisfactory to Lessor by which such assignee, sublessee or occupant shall be bound by and shall assume in writing for all the benefit obligations of Landlord, its successors and assigns, Lessee under this Lease relating to the portion or all of the termsPremises acquired by such assignee, covenants sublessee or occupant. Notwithstanding anything to the contrary contained herein, Lessee shall have the right to assign its interest in this Lease to an entity which holds the controlling interest in Lessee or of which Lessee holds the controlling interest, provided that (i) any defaults then existing with respect to the obligations of Lessee under this Lease shall have been cured, and conditions (ii) the proposed assignee is qualified to do business in Massachusetts and has a financial net worth at least equal to that of Lessee as of the date of this Lease thereafter and as of the date of such proposed assignment, and such assignee executes and delivers to Lessor an agreement satisfactory to Lessor by which such assignee shall be performed bound by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with assume all the terms obligations of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord Lessee under this Lease.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and and, except for any sublease of a portion of the Demised Premises to Enteromedics or Integ/Lifescan, Tenant agrees not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance, which consent will not be unreasonably withheld. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights right under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and or assigns, all of the terms, covenants covenants, and conditions of this Lease thereafter to be performed by Tenant Landlord and shall agree in writing to be bound thereby. Should Except for any sublease to Enteromedics or Integ/Lifescan (for which Tenant is not responsible to share with Landlord any rents received from said subtenants), should Tenant sublease in accordance with the terms of this Lease, fifty percent (50%) of any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. A. Tenant agrees to use and occupy may not assign this Lease in whole or in part, nor sublet all or any part of the Demised Premises throughout Premises, without the entire term hereof for prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. In all circumstances of assignment or subletting, the purpose assignee or purposes herein specified and for no other purposes, Sub-Tenant shall assume in writing the obligations of Tenant hereunder (in the manner case of a subletting, such assumption to relate only to the premises sublet) and the existing Tenant and each subsequent assignee, Sub-Tenant and guarantor hereunder (if any) and each subsequent assignee, Sub-Tenant and guarantor shall remain liable under this Lease. Consent to substantially the extent now intended, and any particular assignment or subletting shall not be deemed consent to transfer any further or subsequent assignment or subletting. B. If Tenant shall assign this Lease or sublet said Demised Premisesthe Premises and at any time the rent per square foot to be received by Tenant pursuant to such assignment or subletting is in excess of the then applicable rent per square foot hereunder, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. and Tenant shall seek share the entire amount of such consent of Landlord by excess on a written request therefor50/50 basis, setting forth less Tenant's costs in arranging and obtaining approvals for such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises subletting, which excess shall be at Landlord’s sole discretion due and payable from time to time by Tenant promptly upon receipt by Tenant of payment of rent by the assignee or Sub-Tenant. In addition, Landlord shall not be a waiver entitled to receive fifty (50&) percent of Landlord’s rights under this Article as any other rental differential or lump sum payment or payment in lieu of rent paid to any subsequent Tenant on account of an assignment or subletting. Landlord’s rights Anything to the contrary notwithstanding, if less than twenty-five percent (25%) of the aggregate premises is sublet or assigned, the Landlord shall not terminate this lease under Section 13 (D). Once greater than twenty-five percent (25%) of the aggregate premises is sublet or assigned, the Landlord shall share, as set forth above, in all of the rental differential for premises sublet or assigned. C. If Tenant wishes to assign this Lease are or sublet to any party, Tenant first shall give written notice to Landlord of such intention ("Tenant's Notice"), specifying the name of the proposed assignee or sublessee, the name of and character of its business, the terms of the proposed assignment or sublease, and shall remain unqualified. No provide Landlord with such assignment or subleasing shall relieve the Tenant from any other information as Landlord reasonably requests including financial statements in certified form. D. Landlord may, within thirty (30) days after its receipt of Tenant’s obligations in 's Notice, by notice to Tenant ("Landlord's Notice"), either consent to or reject the proposal, or Landlord at its option, may terminate this Lease contained(if, nor shall any assignment or in connection with a sublease or other transfer of this Lease be effective unless less than the assigneeentire Premises, subtenant or transferee shall at only to the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all extent of the terms, covenants premises sublet) and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance enter into a lease directly with the terms proposed Sub-Tenant as of a date set forth in Landlord's Notice, such date of termination having the same effect as if that date were the original expiration date of this Lease, any increase with all rents being apportioned and adjusted as of such date of termination (and thereafter adjusted on the basis of the remaining square footage, in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to case of a sublease of less than the Base Rent and Additional Rent due Landlord under this Leaseentire Premises).

Assignment or Subletting. No amendment, modification, assignment or sublease under the Tenant agrees to use and occupy Lease, or leasing or re-leasing of the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Tenant's Demised Premises, shall be effective against Kmart in the event it adversely affects, infringes upon or reduces the rights of Kmart. If the Tenant Lease terminates, any new lease shall be subject to the terms and conditions of this Agreement, including but not limited to payment to Kmart of fifty percent (50%) of the renal revenue. Tenant agrees not to assign or in any manner transfer the Tenant Lease or any part thereof, whether by voluntary act, operation of lawestate or interest therein, or otherwise, sublet any portion of Tenant's Demised Premises without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such consent of Landlord by a written request thereforKmart, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and which shall not be a waiver unreasonably withheld. Kmart's consent shall be contingent upon receipt of Landlord’s rights under this Article as proof acceptable to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve Kmart that the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, proposed subtenant or transferee shall assignee (a) has a net worth which is at least equal to that of Tenant at the time of such (i) execution or (ii) assignment or subleasing, whichever is greater, and (b) has at least five years business experience operating in the same use as proposed for its use of the Tenant's Demised Premises. The making of any assignment, sublease or transfer, assume subletting, leasing or re-leasing, in writing for the benefit whole or in part, with Kmart's consent shall not operate to relieve Tenant of Landlordits obligations hereunder, its successors and assigns, all shall not constitute a waiver of Kmart's rights to approve any further leasing or re-leasing of the termsTenant's Demised Premises by Landlord. Notwithstanding the foregoing, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded have the right to and retained by Landlord, which increase shall be in addition assign the lease to an affiliate or a subsidiary corporation of Tenant provided such assignment does not operate to relieve the Base Rent and Additional Rent due Landlord under this LeaseTenant of its obligations hereunder.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this ------------------------ Lease or sublet said Demised PremisesProperty, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord in each instance. Notwithstanding the foregoing, Tenant may, without the consent of Landlord, assign its rights and obligations hereunder to any corporation or entity with which or into which Tenant may merge or consolidate. Tenant shall seek such any required consent of Landlord by a written request therefortherefore, setting forth such information as Landlord may reasonably deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and Property shall not be a waiver of Landlord’s rights 's right under this Article paragraph as to any subsequent assignment or subletting. Landlord’s 's rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s 's obligations contained in this Lease containedLease, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and or assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. So long as Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposesis not in default under this Lease, Tenant may assign its interest in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any the entire Premises (but not a part thereof, whether by voluntary act, operation ) to (i) a wholly owned corporation or controlled subsidiary of law, Tenant; or otherwise, (ii) the parent corporation through which Tenant is authorized to operate its business. Tenant shall make no other assignment or subletting without obtaining the prior written consent of Landlord in each instance. Tenant shall seek Landlord, and upon such consent of Landlord by a written request therefor, setting forth such information terms and conditions as Landlord may deem necessaryapprove. Consent by Landlord to any A change in ownership of Tenant shall be an assignment of this Lease for purposes of this Section. Any assignment or sublease shall not release or relieve Tenant from any obligations of this Lease. Tenant shall pay to Landlord, as Additional Rent, the sum of $3,000.00 to cover Landlord's administrative costs, overhead and counsel fees, plus all out-of-pocket expenses above such amount, in connection with such assignment or subletting consented to by Landlord and any subletting and all additional costs and expenses incurred hereunder. Any assignee of Tenant shall assume Tenant's obligations hereunder and shall deliver to Landlord an assignment and assumption agreement in form satisfactory to Landlord within ten days after the effective date of the Demised Premises assignment. Notwithstanding the foregoing, regardless of Landlord's consent or the need under this Section to obtain Landlord's consent, no assignment or subletting shall be at Landlord’s sole discretion and release Tenant from this Lease. Acceptance of Rent from any other person shall not be deemed a waiver by Landlord of Landlord’s rights under any provision of this Article as Lease. Consent to one assignment or subletting shall not be deemed a consent to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve In the Tenant from any event of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer involving rent in excess of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and or Additional Rent due required under this Lease ("Excess Rent"), Landlord shall participate in the Excess Rent. Tenant shall promptly pay to Landlord, as additional rent, one hundred (100%) percent of all such Excess Rent collected from the assignee or subtenant, and shall supply Landlord with a true copy of each assignment or sublease, and in the case of the former, an originally executed assumption by the assignee of all of Tenant's obligations under this Lease.

Assignment or Subletting. Tenant agrees not to use and occupy the Demised Premises throughout the entire term hereof for the purpose sell, assign, mortgage, pledge or purposes herein specified and for no other purposes, in the any manner and to substantially the extent now intended, transfer this Lease or any estate or interest thereunder and not to transfer or assign this Lease or sublet said Demised Premises, the Leased Premises or any part thereof, whether by voluntary act, operation of law, or otherwise, parts thereof without obtaining the prior written consent of Landlord in each instance. Tenant instance which consent shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessarynot be unreasonably withheld. Consent by Landlord to any one assignment of this Lease or to any one licensing or subletting of the Demised Leased Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s 's rights under this Article hereunder as to any subsequent assignment or subletting. Landlord’s 's rights to assign this Lease are and shall remain unqualified. The foregoing notwithstanding, commencing as of April 1, 2000, Tenant shall have the right to assign this Lease in its entirety, or sublet all or any portion or portions of the Leased Premises, without the necessity of obtaining the consent of Landlord provided that Persoft, Inc. (provided it then currently leases space from Landlord in the Building and is not then in default under the terms of its lease with Landlord) shall have a first right of refusal to lease any block of space exceeding 2,000 square feet which Tenant makes available for sublease or assignment to unrelated and unaffiliated parties. This right of first refusal shall be exercised as follows: Tenant, upon determining that such space has or will become available for rental during the term of this Lease, shall provide to Persoft, Inc. written notice addressed to 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx, specifying the date on which such space will be available, the number of square feet of floor space comprising such space, and the rental rate therefor. Persoft, Inc. may elect to rent such space by written notice delivered to Tenant within fourteen (14) days following the date of Tenant's notice. Persoft Inc.'s written notice shall obligate it to lease such space on the terms proposed in Tenant's notice. If Tenant has not received Persoft, Inc.'s notice within such fourteen (14) day period, Persoft, Inc.'s right to lease such space shall end provided Tenant actually leases such space within 90 days thereafter and further provided that Persoft, Inc. shall have a right of first refusal to lease such space, if such space again becomes available for rental during the term of this Lease. No such assignment or subleasing sublet shall relieve the Tenant from of any of Tenant’s its obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective hereunder unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leaseexpressly agrees otherwise.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose shall not assign, mortgage, or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign encumber this Lease nor sublet or sublet said Demised Premises, permit the Premises or any part thereof, whether thereof to be used by voluntary act, operation of law, or otherwiseothers, without obtaining the prior written consent of Landlord and payment by Tenant to Landlord of its actual legal fees, if any, and $500.00 for Landlord’s documentation fee. If this Lease is assigned by Tenant or if the Tenant sublets the Premises for rent in each instance. excess of the rent payable hereunder, Tenant shall seek pay any such excess in the event of a sublet (or any consideration received in the event of assignment) to Landlord as additional rental. If this Lease is assigned or if the Premises or any part thereof is sublet, or occupied other than by Tenant, Landlord, in the event of default by Tenant, may collect rent directly from the assignee, subtenant, or occupant and apply the amount collected to the rent due from Tenant. Such action by Landlord shall not constitute a waiver of this provision nor a release of Tenant from any obligation under this Lease. The consent of Landlord by a to an assignment or subletting shall not be construed to relieve Tenant from obtaining the written request therefor, setting forth such information as Landlord may deem necessary. Consent by consent of Landlord to any further assignment or subletting and shall not relieve Tenant from liability hereunder. Any assignment or subletting under this Lease automatically cancels any options to extend the term of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasemay have been granted hereunder.

Assignment or Subletting. 14.1. Tenant agrees shall not offer to use and occupy the Demised Premises throughout the entire term hereof for the purpose assign or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intendedsublet this Lease, and Tenant shall not to transfer or assign this Lease or sublet said Demised the Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining the prior written consent of Landlord and any mortgagee of the Project. Any attempted assignment or subletting without consent shall be invalid. In the event of any permitted assignment or subletting, Tenant shall remain fully responsible and liable for payment of Rent and performance of all of Tenant’s other covenants under this Lease. No assignment or subletting shall be permitted or be binding upon Landlord unless the assignee or subtenant shall deliver to Landlord an instrument acceptable to Landlord (in recordable form, if requested) containing, among other things, an agreement of assumption of all of Tenant’s obligations under this Lease accruing thereafter for the space so sublet or assigned and Landlord shall have received an instrument signed by each instanceGuarantor, if any, in a form reasonably acceptable to Landlord containing, among other things, each Guarantor’s acknowledgement that such Guarantor remains liable under the Guaranty for the obligations under the Lease as assigned or sublet. Tenant shall seek such consent agrees to pay all costs and expenses incurred by Landlord in connection with Landlord’s review of Landlord by a written request thereforany proposed assignment or subletting (including charges for the time of Landlord’s internal personnel) not to exceed $1,500.00, setting forth such information as and Landlord may deem necessaryrequire that Tenant deliver a deposit with Landlord prior to Landlord’s review of the proposed assignment or subletting. Consent Upon the occurrence of an event of default, if all or any part of the Premises are then assigned or sublet, Landlord, in addition to any other remedies shall have the right, but not the obligation, to collect directly from the assignee or subtenant all Rent becoming due to Landlord. Any collection by Landlord to any assignment from the assignee or subtenant shall not be construed as a waiver or release of Tenant from the further performance of the covenants of this Lease or to any subletting the making of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment new lease with such assignee or sublettingsubtenant. 14.2. Landlord’s rights consent to Tenant’s request to assign this Lease are and or sublet the Premises shall remain unqualifiednot be unreasonably withheld. No such The parties agree that Landlord may withhold its consent to any proposed assignment or subleasing subletting for any reasonable reason, including, but not limited to, the financial condition, creditworthiness or business reputation of the proposed assignee or subtenant, the prevailing market or quoted rental rates for space in the Building or other comparable buildings, and the proposed use of the Premises by, or business of, the proposed assignee or subtenant. In addition, in lieu of giving its consent, if the proposed subletting is for substantially all of the Premises or in the event Tenant proposed to assign the Lease, Landlord may, at its option, within fifteen (15) days after receiving notice of the proposal, terminate this Lease by giving Tenant thirty (30) days written notice of termination, whereupon each party shall relieve the Tenant be released from any further obligations and liability hereunder. 14.3. The term “assign,’’ as used herein, shall include (1) any merger, consolidation, voluntary or involuntary transfer by operation of law or otherwise, (2) sale, transfer or creation of stock, partnership, membership or other equity interest by which an aggregate of more than 50% of Tenant’s obligations equity interest shall be vested in this Lease contained, nor shall any assignment a party or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all parties who are not stockholders as of the terms, covenants and conditions Lease Date. 14.4. In the event Tenant shall sublet all or a portion of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of Premises or assign this Lease, any increase in rental fifty (50%) percent of all sums of money or other economic consideration received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlordor its affiliates, directly or indirectly, as a result of such subletting or assignment, whether denominated as rent or otherwise, which increase shall be exceed in addition the aggregate the total sums which Tenant is obligated to the Base Rent and Additional Rent due pay Landlord under this LeaseLease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable to Landlord as additional rent under this Lease without effecting or reducing any other obligation of Tenant hereunder.

Assignment or Subletting. Tenant agrees not to use and occupy assign or in any manner ------------------------- transfer this Lease or any interest in this Lease without the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposesprevious written consent of Landlord, in the manner and to substantially the extent now intendedwhich consent shall not be unreasonably withheld, and not to transfer or assign this Lease or sublet said Demised Premises, the Premises or any part thereofof the Premises or allow anyone to use or to come in, whether with, through or under it without like consent, which consent shall not be unreasonably withheld. Upon any attempted unconsented assignment or sublease for which consent is required hereunder, Landlord shall have the right to terminate this Lease. One such consent will not be deemed a consent to any subsequent assignment, subletting, occupation or use by voluntary actany other person. Any sublease of the Premises executed by Tenant and a third party must terminate when the Term of this Lease expires. The acceptance of rent from an assignee, operation subtenant or occupant will not constitute a release of lawTenant from the further performance of the obligations of Tenant contained in this Lease. In the event of any such assignment or sublease of all or any portion of the Premises where the rental or other consideration reserved in the sublease or by the assignment exceeds the rental or prorata portion of the rental, as the case may be, for such space reserved in this Lease, Tenant agrees to pay Landlord monthly, as additional rental, on the Rent Day, fifty percent (50%) the excess (after netting out Tenant's reasonable expenses for tenant improvements, brokerage fees, attorneys' fees and other reasonable out of pocket expenses incurred in connection with such assignment or otherwisesublease) of the rental or other consideration reserved in the sublease or assignment that is from time to time received by Tenant over the rental reserved in this Lease applicable to the subleased/assigned space. Nothwithstanding the foregoing, without obtaining the prior written consent of Landlord in each instance. Tenant shall seek such not be required to obtain Landlord's consent in the event of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any an an assignment of this Lease or to any subletting of all or any portion of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of Landlord’s rights under this Article as to any subsequent assignment (i) an entity into which Tenant is merged or subletting. Landlord’s rights consolidated or to assign this Lease are and shall remain unqualified. No such assignment which all or subleasing shall relieve the Tenant from any substantially all of Tenant’s obligations in this Lease contained's assets are sold or transferred, nor shall any assignment or sublease (ii) an entity which controls, is controlled by, or other transfer of this Lease be effective unless the assigneeis under common control with, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors and assigns, all of the terms, covenants and conditions of this Lease thereafter to be performed by Tenant and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this LeaseTenant.

Assignment or Subletting. 3.1 The Tenant agrees to use and occupy shall not sublet the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposesnor any portion thereof, in the manner and to substantially the extent now intended, and not to transfer or assign nor shall this Lease or sublet said Demised Premises, or any part thereof, whether be assigned by voluntary act, operation of law, or otherwise, the Tenant without obtaining the prior written consent of the Landlord in each instance. Tenant shall seek such endorsed hereon, which consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord to any assignment of this Lease or to any subletting of the Demised Premises shall be at Landlord’s sole discretion and shall not be a waiver of unreasonably withheld. Tenant, however, upon advance notice to Landlord’s rights under this Article as to any subsequent assignment or subletting. Landlord’s rights , shall have the right to assign this Lease are in the event of a corporate reorganization or merger to any new corporate entity of which OncoSec would be a part. Notwithstanding anything to the contrary contained herein, this Tenant shall have the right to sublet the Demised Premises under the following terms and conditions: if Tenant is intending to sublet the Demised Premises to a third party, Tenant must first present to the Landlord the terms and conditions of the proposed sublease with the new Tenant. This proposal must be delivered in writing to the Landlord sixty (60) days prior to the date on which the sublease is to take effect. Upon receipt, Landlord shall remain unqualifiedhave the irrevocable right to recapture the Demised Premises presently leased to Tenant, which right must be exercised within ten (10) days of the receipt of the written notice from Tenant herein. No such assignment or subleasing shall relieve If Lxxxxxxx agrees to recapture the Demised Premises, then in that event the Tenant from any of shall have no right to sublet the Demised Premises to a third party. However, if the Landlord opts not to recapture the space leased to Tenant’s obligations in this Lease contained, nor then the Tenant shall any assignment or sublease or other transfer of this Lease be effective unless have the assignee, subtenant or transferee right to sublet the Demised Premises under the further condition that Tenant shall at pay to Landlord the time of such assignment, sublease or transfer, assume in writing for difference between the benefit of Landlord, its successors and assigns, all of rent Tenant currently pays to the terms, covenants Landlord under the terms and conditions of this Lease thereafter and the rent to be performed paid by the subtenant to Tenant. Additionally, should Landlord fail to respond within the said ten (10) day period to Tenant, then Tenant and shall agree in writing have the right to be bound thereby. Should Tenant sublease in accordance with sublet the Demised Premises under the terms and conditions set forth in this paragraph. Despite any sublease or assignment of this the Lease, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to remain liable under the Base Rent and Additional Rent due Landlord under this Lease.

Assignment or Subletting. Tenant agrees to use and occupy the Demised Premises throughout the entire term hereof for the purpose or purposes herein specified and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this Lease or sublet said Demised Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise, without obtaining 8.1 Except with the prior written consent of Master Landlord and Sublandlord, Subtenant shall not (a) assign, convey or mortgage this Sublease or any interest under it; (b) allow any transfer thereof or any lien upon Subtenant's interest by operation of law; (c) further sublet the Premises or any part thereof or (d) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. Sublandlord may withhold consent to an assignment or a further sublease of all or any part of the Premises in each instanceSublandlord's sole discretion. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Consent by Landlord If Sublandlord consents to any assignment of this Lease Sublease or to any further subletting of the Demised Premises Premises, Sublandlord shall be at use reasonable efforts to obtain the consent of Master Landlord’s sole discretion and shall not be a waiver . All costs of obtaining Master Landlord’s rights under this Article as 's consent to any subsequent assignment or subletting. Landlord’s rights to assign this Lease are and shall remain unqualified. No such assignment or subleasing shall relieve the Tenant from any of Tenant’s obligations in this Lease contained, nor shall any assignment or sublease or other transfer of this Lease shall be borne by Subtenant, including but not limited to Sublandlord's reasonable attorneys fees, and Master Landlord's fees charged to Sublandlord. 8.2 No permitted assignment shall be effective and no permitted sublease shall commence unless the assignee, subtenant and until any default by Subtenant hereunder has been cured. No permitted assignment or transferee subletting shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors relieve Subtenant from Subtenant's obligations and assigns, all of the terms, covenants agreements under this Sublease and conditions of this Lease thereafter Subtenant shall continue to be performed by Tenant liable as a principal and shall agree in writing to be bound thereby. Should Tenant sublease in accordance with the terms of this Leasenot as a guarantor or surety, any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant shall be forwarded to and retained by Landlord, which increase shall be in addition to the Base Rent and Additional Rent due Landlord under this Leasesame extent as though no assignment or subletting had been made.