Common use of ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP Clause in Contracts

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee will not, without Lessor's prior written consent, assign, sell, mortgage, encumber, convey, sublet or otherwise transfer all or any part of Lessee's leasehold estate (collectively, "Transfer") or permit the Premises to be occupied by anyone other than Lessee and Lessee's employees. Lessee must supply Lessor with any and all documents deemed necessary by Lessor to evaluate any proposed Transfer at least sixty (60) days in advance of the proposed Transfer date. 18.02 Lessor will not unreasonably withhold its consent except that such consent will not be granted if: (i) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor the transferee is of a character or is engaged in a business or proposes a use which is not in keeping with the standards of Lessor for the Project; (iii) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transfer; (iv) Lessee is in default under this Lease or any other lease with Lessor; or (v) if transferee is engaged in a more hazardous business than Lessee. 18.03 In the event Lessor consents to a Transfer, Lessee will pay Lessor 50% of the excess, if any, of the rent and other charges reserved in the Transfer over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfer. Lessee will pay or cause the transferee to pay to Lessor this additional rent together with the monthly installments of rent due. 18.04 Consent to any Transfer which may be given by Lessor, or the acceptance of any rent, charges or other consideration by Lessor from Lessee or any third party, will not constitute a waiver by Lessor of the provisions of this Lease or release Lessee from the full performance by it of the covenants stated herein; and any consent given by Lessor to any Transfer will not relieve Lessee (or any transferee of Lessee) from the above requirements for obtaining the written consent of Lessor to any subsequent Transfer. 18.05 If a default under this Lease should occur while the Premises or any part of the Premises are assigned, sublet or otherwise transferred, Lessor, in addition to any other remedies provided for herein or by law, may at its option collect directly from the transferee all rent or other consideration due Lessee under the Transfer. Lessor may apply these monies against any sums due to Lessor by Lessee; and Lessee authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor upon receipt of notice from Lessor. No direct collection by Lessor from any transferee should be construed to constitute a novation or a release of Lessee or any guarantor of Lessee from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding the foregoing or anything contained herein, Lessee shall have the right to assign or otherwise transfer its interest under this Lease to any "related entity." For the purposes of this section, a related entity shall be deemed to include a parent, subsidiary, any entity that acquires all or substantially all of Lessee's assets or operations relating to this Lease, and the surviving entity of any merger or consolidation involving Lessee. Any assignment to a related entity shall not require the consent approval of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignment.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee Except for a "Permitted Assignment." as defined in Section 18.02 below, Tenant will not, without LessorLandlord's prior written consent, assign, sublease, sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and LesseeTenant's employeesemployees or sublet the Premises or any portion thereof (collectively called "Transfer"). Lessee Tenant must supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer and with respect to a Permitted Assignment at least sixty (60) days in advance of the Tenant's proposed Transfer datedate or the date of a Permitted Assignment. 18.02 Lessor will Except for a "Permitted Assignment," as defined hereinbelow, Landlord need not unreasonably withhold its consent except that such consent will to any Transfer for reasons including, but not be granted iflimited to, whether or not: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor Landlord the transferee is of a character or is engaged in a business or proposes a which is not in keeping with the standard of Landlord for the Project; (b) in the reasonable judgment of Landlord any purpose for which the transferee intends to use which the Premises is not in keeping with the standards of Lessor Landlord for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (iiic) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee Tenant is in default under this Lease or any other lease Lease with Lessor; Landlord. Notwithstanding the foregoing provisions of this Section 18.02, and provided that Tenant complies with all other provisions of this Article 18, Landlord hereby consents to the assignment of the Lease to (i) any wholly-owned subsidiary corporation of Brightpoint, Inc., (ii) an entity formed as a result of the merger or consolidation of Tenant with one or more corporations (v"Merger"), and (iii) if transferee is engaged in the sale by Tenant of all or substantially all of its assets, including this Lease, to a more hazardous business single corporation ("Asset Sale), and such entity specifically assumes the obligations of Tenant under this Lease and otherwise agrees to comply with the terms and conditions of the Lease (a "Permitted Assignment"). No Permitted Assignment shall release or otherwise affect Tenant's or any guarantor's obligations under this Lease, or constitute an express or implied consent to any other Transfer of all or any part of Tenant's leasehold estate, or the occupation by anyone other than LesseeTenant or Tenant's employees. 18.03 In the event Lessor Landlord consents to a Transfersublease of the Premises, Lessee Tenant will pay Lessor Landlord fifty percent (50% %) of the excess, if any, of the rent and other charges reserved in the Transfer sublease over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfersublease. Lessee For the purpose of this section, the rent reserved in the sublease will be deemed to include any lump sum payment or other consideration given to Tenant in consideration for the sublease. Tenant will pay or cause the transferee to pay to Lessor Landlord this additional rent together with the monthly installments of rent due. 18.04 Consent Any consent to any Transfer which may be given by LessorLandlord or any Permitted Assignment, or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, will not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from the full performance by it of the covenants stated herein; and any consent given by Lessor Landlord to any Transfer Transfer, or any Permitted Assignment, will not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 If a default under this Lease should occur while the Premises or any part of the Premises are Transferred, assigned, sublet or otherwise transferredtransferred (including, Lessorwithout limitation, a Permitted Assignment), Landlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer or Permitted Assignment and apply these monies against any sums due to Lessor Landlord by LesseeTenant; and Lessee Tenant authorizes and directs dxxxxxx any transferee txxxxxxree to make payments of rent or other consideration direct to Lessor Landlord upon receipt of notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Tenant from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding If Tenant is a corporation or a partnership, the foregoing issuances of any additional stock or anything contained hereinequity interest and/or the transfer, Lessee shall have assignment or hypothecation of any stock or interest in such corporation or partnership in the right to assign or otherwise transfer its interest under this Lease to any "related entity." For aggregate in excess of Twenty-five percent (25%) of such interests, as the purposes same may be constituted as of the date of this sectionlease, a related entity whether directly or indirectly, shall be deemed to include be a parentTransfer within the meaning of this Section 18. Notwithstanding the foregoing, subsidiaryTenant may issue additional stock and/or transfer, any entity that acquires assign, or hypothecate all or substantially all any portion of LesseeTenant's assets or operations relating to stock, as the same may be constituted as of the date of this Lease, whether directly or indirectly, and the surviving entity of any merger or consolidation involving Lessee. Any assignment to a related entity same shall not require constitute a Transfer within the consent approval meaning of Lessor in order to be effectivethis Article 18. However, Lessee will provide Lessor with thirty (30) days prior written notice In the event of any such assignmentstock issuance or transfer, the same shall not constitute consent by Landlord to any further stock issuance or transfer, nor shall it affect this Lease or any of Tenant's or any guarantor's obligations hereunder. 18.07 In the event Tenant requests Landlord's consent to an Assignment, Xxx-Xxx or Transfer of Tenant's interest in the leased Premises or in the case of a Permitted Assignment, Tenant agrees to pay Landlord all xxxxonable attorney's fees incurred by Landlord for any legal services for document review of any and all documents deemed necessary by Landlord and Tenant to Assign, Sub-let or Transfer Tenant's interest in the leased Premises.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee Tenant will not, without Lessor's prior written consent, not assign, sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyor interest in this Lease, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and LesseeTenant's employees, or sublease the Premises or any portion thereof (collectively, "TRANSFER"), without the prior written consent of Landlord. Lessee must Tenant hereby covenants and agrees to supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer at least sixty thirty (6030) days in advance of the Tenant's proposed Transfer date. Landlord shall have a period of fifteen (15) days after receipt of Tenant's notice and all related documents and agreements to notify Tenant in writing of Landlord's approval or disapproval of the proposed assignment or sublease. If Landlord fails to notify Tenant in writing of such election, then Tenant may deliver an additional written notice to Landlord specifying in all capital letters and boldface type on page one of such notice the following: "YOUR FAILURE TO APPROVE OR DISAPPROVE OF THE ASSIGNMENT OR SUBLEASE SET FORTH IN THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL ENTITLE THE UNDERSIGNED TO ENTER INTO SUCH ASSIGNMENT OR SUBLEASE WITHOUT YOUR CONSENT." If Landlord thereafter fails to respond with five (5) business days after receipt of such additional written notice from Tenant, Landlord shall be deemed to have approved such assignment or subletting. Any voluntary or involuntary Transfer without Landlord's prior written consent shall be voidable and, at Landlord's election, shall constitute a default under this Lease. 18.02 Lessor will not unreasonably withhold its Landlord's consent except that such consent to any assignment of this Lease or sublease of the Premises will not be granted ifunreasonably withheld, provided that Tenant acknowledges and agrees that it will be reasonable for Landlord to disapprove of a particular assignment of this Lease or sublease of the Premises in the following instances: (i) in the reasonable judgment of Lessor the transferee lacks intends to use the necessary financial resources, business experience or credit worthiness to discharge Premises for a use other than the terms of the LeasePermitted Use; (ii) in the reasonable judgment of Lessor the proposed transferee is of a character or is engaged in a business or proposes a use which is not in keeping with the standards of Lessor for the Projectgovernmental agency; (iii) the portion of the Premises subject to the transfer Transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transfer; (iv) Lessee Tenant is in default under this Lease or any other lease with Lessorbeyond applicable cure periods; or (v) if the proposed transferee is engaged of a financial condition or capability which is not commensurate with Tenant's or otherwise reasonably acceptable to Landlord for the leasing of space such as the Premises. Tenant may not assign this Lease in a more hazardous business than Lesseepart, rather Tenant may only assign its interests in this Lease in whole or sublease parts of the Premises, all subject to the provisions of this Article 18. 18.03 In the event Lessor consents to of a Transfer, Lessee Tenant will pay Lessor Landlord fifty percent (50% %) of the excess, if any, of the rent and other charges reserved in the Transfer over the allocable portion of the rent Rent and other charges hereunder for that portion of the Premises subject to the Transfer. Lessee For the purpose of this Section 18.03, the rent reserved in the Transfer will be deemed to include any lump sum payment or other consideration given to Tenant in consideration for the Transfer. Tenant will pay or cause the transferee to pay to Lessor Landlord this additional rent together with the monthly installments of Rent due under this Lease. In furtherance thereof, Tenant hereby assigns and transfers to Landlord all of Tenant's interest in all rentals and income arising from any sublease of all or a portion of the Premises or from any assignment of Tenant's interests in this Lease heretofore or hereafter made by Tenant, and Landlord may collect such rent dueand income and apply same toward Tenant's obligations under the Lease; provided, however, that until a default (as defined in Section 19.01) shall occur in the performance of Tenant's obligations under this Lease, Tenant may, except as otherwise may be provided in this Lease, receive, collect and enjoy the rents accruing under such sublease or assignment. Landlord shall not, 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 sublessee under such sublease. 18.04 Consent Any Transfer, any consent to any Transfer which may be given by LessorLandlord, or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, will not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant or any guarantor of Tenant from the full performance by it of the covenants stated hereinherein or in any guaranty; and any consent given by Lessor Landlord to any Transfer will not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 If a default under this Lease should occur while the Premises or any part of the Premises are assignedTransferred, sublet or otherwise transferred, LessorLandlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer and apply these monies against any sums due to Lessor Landlord by Lessee; Tenant, and Lessee Tenant authorizes and directs any transferee to make payments of rent or other consideration direct directly to Lessor Landlord upon receipt of notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should shall be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Tenant from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding If Tenant is a corporation, partnership, limited liability company, or other entity, the foregoing issuance of any additional stock, partnership interest, membership interest, or anything contained hereinother equity interest and/or the transfer, Lessee shall have assignment or hypothecation of any stock, partnership interest, membership interest, or other interest in such corporation, partnership, limited liability company, or other entity, in the right to assign or otherwise transfer its interest under this Lease to any "related entity." For aggregate in excess of forty-nine percent (49%) of such interests, as the purposes same may be constituted as of the date of this sectionLease, a related entity whether directly or indirectly, shall be deemed to include be a parentTransfer within the meaning of this Article 18. Notwithstanding the foregoing, subsidiaryTenant may, without Landlord's consent but subject to the requirements and limitations set forth below, sublease all or a part of the Premises to a Permitted Transferee (as defined below), or assign all (but not less than all) of its rights, title and interests in and to this Lease to a Permitted Transferee so long as the financial condition or capability which is commensurate with Tenant's (as of the date of this Lease), as demonstrated by an audited financial statement showing the tangible net worth of such Permitted Transferee as of the date of the subject assignment. For purposes of this Lease, the following entities shall each be deemed a "PERMITTED TRANSFEREE": (i) any entity that acquires which has the power to direct Tenant's management and operation, or any entity whose management and operation is controlled by Tenant; or (ii) any entity a majority of whose voting stock (or other form of ownership interest, as the case may be) is owned by Tenant; or (iii) any entity in which or with which Tenant, or its successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions for merger or consolidation of entities, so long as the liabilities of the entities participating in such merger or consolidation are assumed by the entity surviving such merger or created by such consolidation; or (iv) any entity acquiring all or substantially all of LesseeTenant's assets assets; or operations relating (v) any successor entity to a successor entity becoming such by either of the methods described in subsections (iii) or (iv). For purposes of this Leasedefinition, the term "CONTROL" (including the terms "controlled by" and "under common control with") means (a) the beneficial ownership, directly or indirectly, of fifty percent (50%) or more of any class of equity securities of such entity, (b) the possession, direct or indirect, of the power to vote fifty percent (50%) or more of the outstanding voting securities or interest of such entity, or (c) the statutory or contractual right to otherwise direct the management and policies of such entity. In the event of any sublease or assignment to any Permitted Transferee, Tenant shall notify Landlord in writing of such transaction and the assignment or subletting shall not become effective until Tenant has provided Landlord with a copy of the fully executed sublease or assignment agreement, and in the surviving entity case of any merger or consolidation involving Lessee. Any assignment to a related entity shall not require an assignment, resolutions and documentation evidencing the consent approval existence of, the authority of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice and the assumption of any lease obligations by such assignmentassignee.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee Except for a Permitted Assignment (as provided in Section 18.08 below) Tenant will not, without LessorLandlord's prior written consent, assign, sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and LesseeTenant's employeesemployees or sublet the premises or any portion thereof (collectively called "Transfer"). Lessee Tenant must supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer at least sixty (60) days in advance of the Tenant's proposed Transfer date. 18.02 Lessor will Except for a Permitted Assignment (as provided in Section 18.08 below), Landlord need not unreasonably withhold its consent except that such consent will to any Transfer for reasons including, but not be granted iflimited to, whether or not: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor Landlord the transferee is of a character or is engaged in a business or proposes a which is not in keeping with the standard of Landlord for the Project; (b) in the reasonable judgment of Landlord any purpose for which the transferee intends to use which the Premises is not in keeping with the standards of Lessor Landlord for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (iiic) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee Tenant is in default under this Lease or any other lease Lease with Lessor; or (v) if transferee is engaged in a more hazardous business than LesseeLandlord. 18.03 In the event Lessor Landlord consents to a Transfer, Lessee Tenant will pay Lessor Landlord Fifty percent (50% %) of the excess, if any, of the rent and other charges reserved in the Transfer over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfer. Lessee For the purpose of this section, the rent reserved in the Transfer will be deemed to include any lump sum payment or other consideration given to Tenant in consideration for the Transfer. Tenant will pay or cause the transferee to pay to Lessor Landlord this additional rent together with the monthly installments of rent due. 18.04 Consent Any consent to any Transfer which may be given by LessorLandlord, or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, or the consummation of any Permitted Assignment will not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from the full performance by it of the covenants stated herein; and any consent given by Lessor Landlord to any Transfer will not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 If a default under this Lease should occur while the Premises or any part of the Premises are assigned, sublet or otherwise transferredTransferred (including, Lessorwithout limitation, a Permitted Assignment), Landlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer and apply these monies against any sums due to Lessor Landlord by LesseeTenant; and Lessee Tenant authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor Landlord upon receipt of notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Tenant from the further performance of its obligations in connection with this Lease. 18.06 If Tenant is a corporation or a partnership, the issuances of any additional stock or equity interest and/or the transfer, assignment or hypothecation of any stock or interest in such corporation or partnership in the aggregate in excess of Twenty-five percent (25%) of such interests, as the same may be constituted as of the date of this lease, whether directly or indirectly, shall be deemed to be a Transfer within the meaning of this Section 18. 18.07 In the event Tenant requests Landlord's consent to an Assignment, Sub-Let or Transfer of Tenant's interest in the leased Premises, Tenant agrees to pay Landlord all reasonable attorney's fees incurred by Landlord for any legal services for document review of any and all documents deemed necessary by Landlord and Tenant to Assign, Sub-let or Transfer Tenant's interest in the leased Premises. 18.08 Notwithstanding the foregoing or anything contained herein, Lessee shall have the right to assign or otherwise transfer its interest under this Lease to any "related entity." For the purposes other provision of this section, a related entity shall be deemed to include a parent, subsidiary, any entity that acquires all or substantially all of Lessee's assets or operations relating to this Lease, Tenant shall be entitled to (1) assign its entire interest in this Lease and the surviving entity Premises to an Affiliate (as hereinafter defined) of any merger or consolidation involving Lessee. Any assignment to a related entity shall not require the consent approval of Lessor in order to be effective. HoweverTenant, Lessee will provide Lessor with thirty and (30) days prior written notice of any such assignment.2)

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 19.01 Lessee will shall not, without Lessor's prior Lessxx'x xrior written consent, assign, sell, mortgage, encumber, convey, sublet or otherwise transfer all or any part of Lessee's leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee and Lessee's employeesLessxx'x xmployees or sublet the Premises or any portion thereof (a "Transfer"). Lessee must supply Lessor with any and all documents deemed necessary by Lessor to evaluate any proposed Transfer at least sixty thirty (6030) days in advance of the proposed Lessxx'x xroposed Transfer date. 18.02 19.02 Lessor, within thirty days after receipt of such documents, may terminate this Lease on the date the Transfer was to have taken effect; in this event, Lessor will may, but is not obligated to, effect a transfer directly with the transferee. In the case of a sublease, Lessor shall also have the right to terminate this Lease with respect to that portion of the Premises proposed to be subleased or that portion of the Lease Term during which the proposed sublease is to be in effect, in which event, Lessxx'x xiability and this Lease shall remain in full force and effect for the remainder of the Lease Term as to the balance of the Leased Premises. Notwithstanding the above, in the case of a Sublease, Lessor shall not terminate this Lease with respect to (i) any permitted Transfer under Section 19.06 or (ii) that portion of the Premises proposed to be subleased or that portion of the lease Term during which the proposed sublease is to be in effect, if not more than fifty percent (50%) of the Premises is being sublet. If more than fifty percent (50%) of the Premises is being sublet, and Lessor elects to exercise their right of termination, Lessxx'x xent, security deposit and prorata share shall be adjusted accordingly to reflect the remaining Premises. 19.03 If Lessor does not elect to terminate this Lease, in whole or in part, as stated in Section 19.02, Lessor shall not unreasonably withhold its consent except that such consent will need not be granted if: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment judgement of Lessor the transferee is of a character or is engaged in a business or proposes a use which is not in keeping with the standards of Lessor for the Project; (iiib) in the reasonable judgement of Lessor any purpose for which the transferee intends to use the Premises is not in keeping with the standards of Lessor for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (c) the portion of the Premises subject to the transfer Transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee is in default under this Lease or any other lease with Lessor; or (v) if transferee is engaged in a more hazardous business than Lessee. 18.03 19.04 In the event Lessor consents to a Transfer, Lessee will shall pay Lessor fifty percent (50% %) of the excessexcess (after deduction of reasonable broker commissions payable by Lessee in connection with such Transfer), if any, of the rent Rent and other charges reserved in the Transfer over the allocable portion of the rent Rent and other charges hereunder for that the portion of the Premises subject to the Transfer. For the purposes of this Section 19.04, the Rent reserved in the Transfer shall be deemed to include any lump sum payment or other consideration given to Lessee will in consideration for the Transfer. Lessee shall pay or cause the transferee to pay to the Lessor this additional rent such sums as Additional Rent together with the monthly installments of rent Rent due. 18.04 Consent 19.05 Any consent to any Transfer which may be given by Lessor, or the acceptance of any rentRent, charges or other consideration by Lessor from Lessee or any third party, will shall not constitute a waiver by Lessor of the provisions of this Lease Lease, or a release of Lessee from the full performance by it of the covenants stated herein; and any consent given by Lessor to any Transfer will transfer shall not relieve Lessee (or any transferee of Lessee) from the above requirements for obtaining the written consent of Lessor to any subsequent Transfer. 18.05 If a default under this Lease should occur while 19.06 As long as Lessee is the Premises or any part Lessee in possession of the Premises are assigned, sublet and no default then exists with respect to the payment when due of Base Monthly Rent or otherwise transferred, Lessor, in addition to any other remedies provided for herein or by law, may at its option collect directly from the transferee all rent or other consideration due Lessee under the Transfer. Lessor may apply these monies against any sums due to Lessor by Lessee; and Lessee authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor upon receipt of notice from Lessor. No direct collection by Lessor from any transferee should be construed to constitute a novation or a release of Lessee or any guarantor of Lessee from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding the foregoing or anything contained hereinAdditional Rent, Lessee shall have the right subject to the terms and conditions hereinafter set forth, without the consent of Lessor but with prompt written notice to Lessor thereafter, to assign or otherwise transfer its interest under in this Lease or Sublease any of the Premises (a) to any "related entity." For the purposes corporation which is a successor to Lessee either by merger or consolidation, or (b) to a purchaser of this section, a related entity shall be deemed to include a parent, subsidiary, any entity that acquires all or substantially all of Lessee's assets assets, or operations relating to this Lease, and the surviving entity of any merger or consolidation involving Lessee. Any assignment (c) to a related corporation or other entity which shall control, be under control of, or be under common control with Lessee (the term "control" as used herein shall be deemed to mean ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation, or other majority equity and control interest if Lessee is not require the consent approval of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignmenta corporation).

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee Tenant will not, without LessorLandlord's prior written consentconsent (which consent shall not be unreasonably withheld or delayed), assign, sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and LesseeTenant's employeesemployees or sublet the premises or any portion thereof (collectively called "Transfer"). Lessee Tenant must supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer at least sixty (60) days in advance of the Tenant's proposed Transfer date. 18.02 Lessor will Landlord need not unreasonably withhold its consent except that such consent will to any Transfer for reasons including, but not be granted iflimited to, whether or not: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor Landlord the transferee is of a character or is engaged in a business or proposes a use which is not in keeping with the standards standard of Lessor Landlord for the Project; (iiib) in the reasonable judgment of Landlord any purpose for which the transferee intends to use the Premises is not in keeping with standards of Landlord for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (c) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee Tenant is in default under this Lease or any other lease Lease with Lessor; or (v) if transferee is engaged in a more hazardous business than LesseeLandlord. 18.03 In the event Lessor Landlord consents to a Transfer, Lessee Tenant will pay Lessor 50% of Landlord the excess, if any, of the rent and other charges reserved in the Transfer over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfer. Lessee For the purpose of this section, the rent reserved in the Transfer will be deemed to include any lump sum payment or other consideration given to Tenant in consideration for the Transfer. Tenant will pay or cause the transferee to pay to Lessor Landlord this additional rent together with the monthly installments of rent due. 18.04 Consent Any consent to any Transfer which may be given by LessorLandlord, or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, will not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from the full performance by it of the covenants stated herein; and any consent given by Lessor Landlord to any Transfer will not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 If a default under this Lease should occur while the Premises or any part of the Premises are assigned, sublet or otherwise transferred, LessorLandlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer and apply these monies against any sums due to Lessor Landlord by LesseeTenant; and Lessee Tenant authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor Landlord upon receipt of notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Tenant from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding If Tenant is a corporation or a partnership, the foregoing issuances of any additional stock or anything contained hereinequity interest and/or the transfer, Lessee shall have assignment or hypothecation of any stock or interest in such corporation or partnership in the right to assign or otherwise transfer its interest under this Lease to any "related entity." For aggregate in excess of Twenty-five (25%) of such interests, as the purposes same may be constituted as of the date of this sectionlease, a related entity whether directly or indirectly, shall be deemed to include be a parentTransfer within the meaning of this Section 18. 18.07 In the event Tenant requests Landlord's consent to an Assignment, subsidiarySub-Let or Transfer of Tenant's interest in the leased Premises, Tenant agrees to pay Landlord all reasonable attorney's fees incurred by Landlord for any entity that acquires all or substantially all of Lessee's assets or operations relating to this Lease, and the surviving entity legal services for document review of any merger and all documents reasonably deemed necessary by Landlord and Tenant to Assign, Sub-let or consolidation involving Lessee. Any assignment to a related entity shall not require Transfer Tenant's interest in the consent approval of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignmentleased Premises.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 20.01 Lessee will not, without Lessor's ’s prior written consent, assign, sell, mortgage, encumber, convey, sublet or otherwise transfer all or any part of Lessee's ’s leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee and Lessee's employees’s employees or sublet the Premises or any portion thereof (collectively called “Transfer”). Lessee must supply Lessor with any and all documents deemed necessary by Lessor to evaluate any proposed Transfer at least sixty (60) days in advance of the Lessee’s proposed Transfer date. 18.02 20.02 Lessor, within thirty (30) days after receipt of such documents, may terminate this Lease on the date the Transfer was to have taken effect; in this event, Lessor may, but is not obligated to, effect a transfer directly with the transferee. In the case of a sublease, Lessor will also have the right to terminate this Lease with respect to that portion of the Premises subleased or that portion of the term during which the sublease is in effect, in which event, Lessee’s liability and this Lease will remain in full force and effect for the remainder of the Premises or term. 20.03 If Lessor does not terminate this Lease, in whole or in part, as stated in Section 20.02, Lessor will not unreasonably withhold its consent except that such consent will need not be granted if: (i) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (iia) in the reasonable judgment of Lessor the transferee is of a character or is engaged in a business or proposes a use which is not in keeping with the standards of Lessor for the Project; (iiib) in the reasonable judgment of Lessor any purpose for which the transferee intends to use the Premises is not in keeping with the standards of Lessor for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (c) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee Tenant is in default under this Lease or any other lease with Lessor; or (v) if transferee is engaged in a more hazardous business than Lessee. 18.03 20.04 In the event Lessor consents to a Transfer, Lessee will pay Lessor 50% of the excess, if any, of the rent and other charges reserved in the Transfer over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfer. For the purpose of this section, the rent reserved in the Transfer will be deemed to include any lump sum payment or other consideration given to Lessee in consideration for the Transfer. Lessee will pay or cause the transferee to pay to Lessor this additional rent together with the monthly installments of rent due. 18.04 Consent 20.05 Any consent to any Transfer which may be given by Lessor, or the acceptance of any rent, charges or other consideration by Lessor from Lessee or any third party, will not constitute a waiver by Lessor of the provisions of this Lease or a release of Lessee from the full performance by it of the covenants stated herein; and any consent given by Lessor to any Transfer will not relieve Lessee (or any transferee of Lessee) from the above requirements for obtaining the written consent of Lessor to any subsequent Transfer. 18.05 20.06 If a default under this Lease should occur while the Premises or any part of the Premises are assigned, sublet or otherwise transferred, Lessor, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due to Lessee under the Transfer. Lessor may Transfer and apply these monies against any sums due to Lessor by Lessee; and Lessee authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor upon receipt of notice from Lessor. No direct collection by Lessor from any transferee should be construed to constitute a novation or a release of Lessee or any guarantor of Lessee from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding the foregoing or anything contained herein, Lessee shall have the right to assign or otherwise transfer its interest under this Lease to any "related entity." For the purposes of this section, a related entity shall be deemed to include a parent, subsidiary, any entity that acquires all or substantially all of Lessee's assets or operations relating to this Lease, and the surviving entity of any merger or consolidation involving Lessee. Any assignment to a related entity shall not require the consent approval of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignment.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee 22.1 Tenant will notnot assign, without Lessor's prior written consentsublet, assignlicense, sell, mortgage, encumber, convey, sublet hypothecate or otherwise transfer all or any part of Lessee's leasehold estate (collectivelyTenant’s interest in this Lease, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and Lessee's employeesTenant’s employees (each of the foregoing transactions referred to herein as a “Transfer” and any party with whom a Transfer has occurred referred to herein as a “Transferee”), without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Lessee must supply Lessor with any and all documents deemed necessary by Lessor Tenant shall request Landlord’s consent to evaluate any proposed Transfer at least sixty thirty (6030) days in advance prior to the proposed effective date of such proposed Transfer. Tenant’s written request shall include at least the following: (a) the name and legal composition of the proposed Transfer dateTransferee; (b) the nature of the proposed Transferee’s business and the use to which it intends to put the Premises; (c) the terms and conditions of the proposed Transfer; (d) information related to the experience and financial resources of the proposed Transferee; (e) such other information as Landlord may request to supplement, explain or provide details of the matters submitted by Tenant pursuant to clauses (a) through (d) above; and (f) funds sufficient to pay Landlord a $500 administrative fee. Tenant shall also pay Landlord, within two (2) Business Days after Landlord’s request, an amount equal to the estimate of the amount necessary to reimburse all reasonable costs incurred by Landlord, including any attorneys’ fees, architects’ fees and engineering fees, in connection with evaluating Tenant’s request and preparing any related documentation in an amount not to exceed $1,500.00 in total; provided Tenant accepts Landlord’s standard form of Landlord Consent, with only business term changes made by Landlord and no other changes. Any shortfall between the estimate from Landlord and the actual costs incurred by Landlord shall be paid by Tenant to Landlord within five (5) Business Days after request by Landlord (provided that Tenant shall not be required to pay any amount for legal only in excess of $1,500.00 in total for such request [provided Tenant accepts Landlord’s standard form of Landlord Consent, with only business term changes made by Landlord and no other changes ]including all prior amounts paid), and any excess between the estimate from Landlord and the actual costs incurred by Landlord shall be paid by Landlord to Tenant within five (5) days after completion of such work. 18.02 Lessor will not unreasonably withhold its consent except that such consent will not be granted if: (i) 22.2 In the event Landlord consents to a Transfer, any Rent or other compensation paid to Tenant in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms excess of the Lease; (ii) in the reasonable judgment of Lessor the transferee is of a character or is engaged in a business or proposes a use which is not in keeping with the standards of Lessor Rent payable to Landlord pursuant to this Lease for the Project; (iii) the portion of the Premises subject to the transfer is not regular Transfer, as measured on a per-square-foot basis, less reasonable costs incurred by Tenant in shape connection with appropriate means the Transfer for brokerage fees, attorneys’ fees, tenant improvements and other concessions reasonably required to induced the Transferee, shall be paid by Tenant to Landlord as Additional Rent. For purposes of entering and exitingthis Section, including adherence the amount due to Tenant by a Transferee will be deemed to include any local, county lump sum payment or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transfer; (iv) Lessee is consideration given to Tenant in default under this Lease or any other lease with Lessor; or (v) if transferee is engaged in a more hazardous business than Lessee. 18.03 In the event Lessor consents to a Transfer, Lessee will pay Lessor 50% consideration of the excess, if any, of the rent and other charges reserved in the Transfer over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfer. Lessee will pay Tenant’s obligations set forth in this Section shall survive expiration of the Lease Term or cause the transferee to pay to Lessor earlier termination of this additional rent together with the monthly installments of rent dueLease. 18.04 Consent to any Transfer which may be given by Lessor, or the 22.3 Landlord’s acceptance of any rent, charges or other consideration by Lessor Rent from Lessee Tenant or any third party, will Transferee shall not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from any of its covenants, duties or obligations stated herein. Notwithstanding anything to the full performance contrary contained in this Lease, if at any time Tenant makes a written request for Landlord’s consent to a Transfer, Landlord shall have the right, exercisable by it written notice to Tenant within ten (10) Business Days of Landlord’s receipt of such written request, to (a) terminate this Lease with respect to only that portion of the covenants stated herein; Premises that is subject to the proposed Transfer, in which event this Lease will remain in full force and any effect as to the remainder of the Premises (with an appropriate apportionment of Rent from and after the effective date of such termination based upon the rentable square footage remaining in the Premises), or (b) terminate this Lease in its entirety provided that Tenant, within 10 Business Days after receipt of Landlord’s notice of termination, shall have the right to withdraw its request for Landlord’s consent given by Lessor to any Transfer will not relieve Lessee (or any transferee of Lessee) from the above requirements a Transfer. In such event, this Lease shall continue in full force and effect as if Tenant had never provided Landlord with a request for obtaining the written Landlord’s consent of Lessor to any subsequent a Transfer. 18.05 22.4 Any termination occurring in accordance with the preceding sentence shall be effective as of the effective date of the proposed Transfer, or if no such effective date was specified, as of a date reasonably determined by Landlord in its sole discretion. 22.5 Notwithstanding anything to the contrary contained in this Article 22, in the event Tenant contemplates a Transfer of all or a portion of the Premises (or in the event of any other Transfer or Transfers entered into by Tenant as a subterfuge in order to avoid the terms of this Section 22.5), Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of any Tenant’s Transfer notice, to recapture the space subject to Tenant’s desired Transfer (the “Contemplated Transfer Space”) provided that Tenant, within 10 Business Days after receipt of Landlord’s notice of recapture, shall have the right to notify Landlord of the cancelation of such contemplated Transfer or unwind such Transfer (if already occurred). In such event, this Lease shall continue in full force and effect as if Tenant had never made or contemplated such Transfer. In the event such option is exercised by Landlord (and Tenant fails to provide notice of cancelation or unwinding of such Transfer, as applicable, within the time period above), this Lease shall be canceled and terminated with respect to such Contemplated Transfer Space as of the contemplated effective date of the Transfer until either (i) the last day of the term of the contemplated Transfer as set forth in Tenant’s intention to transfer notice or (ii) the last day of the Lease Term, as Landlord may elect in its sole discretion. 22.6 If a default under this Lease should occur while the Premises or any part of the Premises are assignedthereof is subject to a Transfer, sublet or otherwise transferredLandlord may, Lessor, at its option and in addition to any other rights or remedies provided for herein herein, at law or by lawin equity, may at its option collect directly from the transferee Transferee all rent or other consideration becoming due Lessee under to Tenant from the Transfer. Lessor may Transferee and apply these monies such sums against any sums Rent due to Lessor by Lessee; and Lessee Landlord from Tenant. Tenant authorizes and directs any transferee Transferee to make payments payment directly to Landlord of rent or other consideration direct any and all sums due to Lessor Tenant under any Transfer upon receipt of written notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should Transferee shall be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Guarantor from the further performance of its their respective obligations in connection with hereunder. The terms of this Section shall survive expiration of the Lease Term or earlier termination of this Lease. 18.06 Notwithstanding 22.7 If Tenant is a corporation, partnership or limited liability company, the foregoing issuance of any additional stock or anything contained hereinequity interest and/or the transfer, Lessee shall have assignment or hypothecation of any stock or interest in such corporation, partnership or limited liability company in the right to assign aggregate in excess of fifty percent (50%) of such stock or otherwise transfer its interest under this Lease to any "related entity." For interests, as the purposes same may be constituted as of the date of this sectionLease, a related entity whether directly or indirectly, shall be deemed to include be a parentTransfer within the meaning of this Article. 22.8 Landlord’s express written consent to a Transfer shall not constitute a release of Tenant from any of its covenants, subsidiaryduties or obligations hereunder, including Tenant’s obligation to pay Rent when due, whether occurring before or after such Transfer, nor shall Landlord’s consent to any one Transfer constitute Landlord’s consent to any other or subsequent Transfers. In addition, Guarantor shall not be released in the event of any Transfer. 22.9 Notwithstanding anything in this Article 22 which may be construed to the contrary, a Transfer of all or a portion of the Premises to an “Affiliate” (as hereinafter defined) of Tenant shall be deemed permitted hereunder (a “Permitted Affiliate Transfer”) without the requirement of obtaining Landlord’s prior written consent; provided that (i) the Transfer does not have the effect of reducing the tangible net worth of Tenant from that which existed immediately prior to the date of Transfer, (ii) such Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) if an assignment of the Lease, the Transferee assumes, in full, the obligations of Tenant under this Lease, (iv) Tenant provides Landlord with written notice of such Permitted Affiliate Transfer within ten (10) days after effecting such transfer, and (v) Tenant remains fully liable under this Lease. The term “Affiliate” of Tenant shall mean an entity which is (a) controlled by, controls, or is under common control with Tenant; (b) any entity resulting from any merger, consolidation, reorganization or other restructure (provided such resulting entity has a tangible net worth equal to or greater than that of Tenant immediately prior to such merger, consolidation, reorganization or other restructure), or (c) any entity which acquires all or substantially all of Lessee's the assets or operations relating to this Leaseand/or ownership interests of Tenant, and which continues to operate substantially the surviving entity of any merger or consolidation involving Lesseesame business at the Premises as had been maintained by Tenant. Any assignment to a related entity Sections 22.2, 22.4, 22.5 and 22.7, shall not require apply to Permitted Affiliate Transfers that comply with the consent approval terms of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignmentthis Section 22.9.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee Tenant will not, without LessorLandlord's prior written consent, assign, sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and LesseeTenant's employeesemployees or sublet the premises or any portion thereof (collectively called "Transfer"). Lessee Tenant must supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer at least sixty forty-five (6045) days in advance of the Tenant's proposed Transfer date. 18.02 Lessor . Landlord will not unreasonably withhold consent required under this section. The foregoing notwithstanding, Tenant may assign its interest under this Lease to a wholly-owned subsidiary of Tenant, a division of Tenant, a corporation in which Tenant owns greater than 50% of the outstanding common stock or a corporation under common ownership with Tenant without the consent except that of Landlord, provided such consent assignment will not be granted ifrelease Tenant from any of its obligations hereunder. 18.02 Landlord need not consent to any Transfer for reasons including, but not limited to, whether or not: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor Landlord the transferee is of a character or is engaged in a business or proposes a which is not in keeping with the standard of Landlord for the Project; (b) in the reasonable judgment of Landlord any purpose for which the transferee intends to use which the Premises is not in keeping with the standards of Lessor Landlord for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (iiic) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee Tenant is in default under this Lease or any other lease Lease with Lessor; or (v) if transferee is engaged in a more hazardous business than LesseeLandlord. 18.03 In the event Lessor Landlord consents to a Transfer, Lessee Tenant will pay Lessor 50% Landlord one half of the excess, if any, of the rent and other charges reserved in the Transfer over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfer. Lessee For the purpose of this section, the rent reserved in the Transfer will be deemed to include any lump sum payment or other consideration given to Tenant in consideration for the Transfer. Tenant will pay or cause the transferee to pay to Lessor Landlord this additional rent together with the monthly installments of rent due. 18.04 Consent Any consent to any Transfer which may be given by LessorLandlord, or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, will not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from the full performance by it of the covenants stated herein; and any consent given by Lessor Landlord to any Transfer will not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 If a default under this Lease should occur while the Premises or any part of the Premises are assigned, sublet or otherwise transferred, LessorLandlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer and apply these monies against any sums due to Lessor Landlord by LesseeTenant; and Lessee Tenant authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor Landlord upon receipt of notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Tenant from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding If Tenant is a corporation or a partnership, the foregoing issuances of any additional stock or anything contained hereinequity interest and/or the transfer, Lessee shall have assignment or hypothecation of any stock or interest in such corporation or partnership in the right to assign or otherwise transfer its interest under this Lease to any "related entity." For aggregate in excess of Twenty-five percent (25%) of such interests, as the purposes same may be constituted as of the date of this sectionlease, a related entity whether directly or indirectly, shall be deemed to include be a parentTransfer within the meaning of this Section 18. 18.07 In the event Tenant requests Landlord's consent to an Assignment, subsidiarySub-Let or Transfer of Tenant's interest in the leased Premises, Tenant agrees to pay Landlord all reasonable attorney's fees incurred by Landlord for any entity that acquires all or substantially all of Lessee's assets or operations relating to this Lease, and the surviving entity legal services for document review of any merger and all documents deemed necessary by Landlord and Tenant to Assign, Sub-let or consolidation involving Lessee. Any assignment to a related entity shall not require Transfer Tenant's interest in the consent approval of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignmentleased Premises.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee Tenant will not, without LessorLandlord's prior written consent, assign, sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and LesseeTenant's employeesemployees or sublet the premises or any portion thereof (collectively called "Transfer"). Lessee Tenant must supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer at least sixty (60) days in advance of the Tenant's proposed Transfer date. 18.02 Lessor will Landlord need not unreasonably withhold its consent except that such consent will to any Transfer for reasons including, but not be granted iflimited to, whether or not: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor Landlord the transferee is of a character or is engaged in a business or proposes a which is not in keeping with the standard of Landlord for the Project; (b) in the reasonable judgment of Landlord any purpose for which the transferee intends to use which the Premises is not in keeping with the standards of Lessor Landlord for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (iiic) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (iv) Lessee d)Tenant is in default under this Lease or any other lease Lease with Lessor; or (v) if transferee is engaged in a more hazardous business than LesseeLandlord. 18.03 In the event Lessor Landlord consents to a Transfer, Lessee Tenant will pay Lessor 50% of Landlord the excess, if any, of the rent and other charges reserved in the Transfer over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfer. Lessee For the purpose of this section, the rent reserved in the Transfer will be deemed to include any lump sum payment or other consideration given to Tenant in consideration for the Transfer. Tenant will pay or cause the transferee to pay to Lessor Landlord this additional rent together with the monthly installments of rent due. 18.04 Consent Any consent to any Transfer which may be given by LessorLandlord, or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, will not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from the full performance by it of the covenants stated herein; and any consent given by Lessor Landlord to any Transfer will not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 If a default under this Lease should occur while the Premises or any part of the Premises are assigned, sublet or otherwise transferred, LessorLandlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer and apply these monies against any sums due to Lessor Landlord by LesseeTenant; and Lessee Tenant authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor upon receipt of notice from Lessor. No direct collection by Lessor from any transferee should be construed to constitute a novation or a release of Lessee or any guarantor of Lessee from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding the foregoing or anything contained herein, Lessee shall have the right to assign or otherwise transfer its interest under this Lease to any "related entity." For the purposes of this section, a related entity shall be deemed to include a parent, subsidiary, any entity that acquires all or substantially all of Lessee's assets or operations relating to this Lease, and the surviving entity of any merger or consolidation involving Lessee. Any assignment to a related entity shall not require the consent approval of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignment.other

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee will Tenant shall not, without LessorLandlord's prior written consent, assign, sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyestate, "Transfer") or permit the Premises Property to be occupied by anyone other than Lessee Tenant and LesseeTenant's employeesemployees or sublet the premises or any portion thereof (collectively called "Transfer"). Lessee must Tenant shall supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer at least sixty (60) days in advance of the Tenant's proposed Transfer date. 18.02 Lessor will Landlord need not unreasonably withhold its consent except that such consent will to any Transfer for reasons including, but not be granted iflimited to, whether or not: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor Landlord the transferee is of a character or is engaged in a business or proposes a use which is not in keeping with the standards of Lessor Landlord for the Project; (iiib) in the reasonable judgment of Landlord any purpose for which the transferee intends to use the Property is not in keeping with the standards of Landlord for the Project; provided in no event may any purpose for which transferee intends to use the Property be in violation of this Lease; (c) the portion of the Premises Property subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee Tenant is in default under this Lease or any other lease Lease with Lessor; or (v) if transferee is engaged in a more hazardous business than LesseeLandlord. 18.03 In the event Lessor consents to a Transfer, Lessee will pay Lessor 50% of the excess, if any, of the rent and other charges reserved in the Transfer over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfer. Lessee will pay or cause the transferee to pay to Lessor this additional rent together with the monthly installments of rent due. 18.04 Consent Any consent to any Transfer which may be given by LessorLandlord, or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, will shall not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from the full performance by it of the covenants stated herein; and any consent given by Lessor Landlord to any Transfer will shall not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 18.04 If a default under this Lease should occur while the Premises Property or any part of the Premises Property are assigned, sublet or otherwise transferred, LessorLandlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer and apply these monies against any sums due to Lessor Landlord by LesseeTenant; and Lessee Tenant authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor Landlord upon receipt of notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Tenant from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding 18.05 If Tenant is a corporation or a partnership, the foregoing issuances of any additional stock or anything contained hereinequity interest and/or the transfer, Lessee shall have assignment or hypothecation of any stock or interest in such corporation or partnership in the right to assign or otherwise transfer its interest under this Lease to any "related entity." For aggregate in excess of fifty-one percent (51%) of such interests, as the purposes same may be constituted as of the date of this sectionlease, a related entity whether directly or indirectly, shall be deemed to include be a parentTransfer within the meaning of this Section 18, subsidiary, any entity except that acquires the sale or transfer of all or substantially all of Lessee's the assets or operations relating stock of Tenant, or the merger of Tenant with any other entity (whether any such sale, transfer, or merger is accomplished in a single transaction or in a series of related transactions) shall not be deemed to this Lease, and be a Transfer if the surviving transferee or successor entity of any merger Tenant in such case shall have substantially the same amount of total assets as Tenant prior to such transaction or consolidation involving Lessee. Any assignment to a series of related entity shall not require the consent approval of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignmenttransactions.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee Except for a "Permitted Assignment," as defined in Section 18.02 below, Tenant will not, without LessorLandlord's prior written consent, assign, sublease sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and LesseeTenant's employeesemployees or sublet the Premises or any portion thereof (collectively called "Transfer"). Lessee Tenant must supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer and with respect to a Permitted Assignment at least sixty (60) days in advance of the Tenant's proposed Transfer datedate or the date of a Permitted Assignment. 18.02 Lessor will Except for a "Permitted Assignment," as defined hereinbelow, Landlord need not unreasonably withhold its consent except that such consent will to any Transfer for reasons including, but not be granted iflimited to, whether or not: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor Landlord the transferee is of a character or is engaged in a business or proposes a which is not in keeping with the standard of Landlord for the Project; (b) in the reasonable judgment of Landlord any purpose for which the transferee intends to use which the Premises is not in keeping with the standards of Lessor Landlord for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (iiic) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee Tenant is in default under this Lease or any other lease Lease with Lessor; Landlord. Notwithstanding the foregoing provisions of this Section 18.02, and provided that Tenant complies with all other provisions of this Article 18, Landlord hereby consents to the assignment of the Lease to MicroAge, Inc., a Delaware corporation, or any wholly-owned subsidiary corporation of MicroAge, Inc. (v) if transferee is engaged in a more hazardous business "Permitted Assignment"). No Permitted Assignment shall release or otherwise affect Tenant's or any guarantor's obligations under this Lease, or constitute an express or implied consent to any other Transfer of all or any part of Tenant's leasehold estate, or the occupation by anyone other than LesseeTenant or Tenant's employees. 18.03 In the event Lessor Landlord consents to a TransferTransfer or in the event of a Permitted Assignment, Lessee Tenant will pay Lessor Landlord fifty percent (50% %) of the excess, if any, of the rent and other charges reserved in the Transfer or Permitted Assignment over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the TransferTransfer or Permitted Assignment. Lessee For the purpose of this section, the rent reserved in the Transfer will be deemed to include any lump sum payment or other consideration given to Tenant in consideration for the Transfer or Permitted Assignment. Tenant will pay or cause the transferee to pay to Lessor Landlord this additional rent together with the monthly installments of rent due. 18.04 Consent Any consent to any Transfer which may be given by LessorLandlord, or any Permitted Assignment, or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, will not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from the full performance by it of the covenants stated herein; and any consent given by Lessor Landlord to any Transfer Transfer, or any Permitted Assignment, will not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 If a default under this Lease should occur while the Premises or any part of the Premises are Transferred, assigned, sublet or otherwise transferredtransferred (including, Lessorwithout limitation, a Permitted Assignment), Landlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer or Permitted Assignment and apply these monies against any sums due to Lessor Landlord by LesseeTenant; and Lessee Tenant authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor Landlord upon receipt of notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Tenant from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding If Tenant is a corporation or a partnership, the foregoing issuances of any additional stock or anything contained hereinequity interest and/or the transfer, Lessee shall have assignment or hypothecation of any stock or interest in such corporation or partnership in the right to assign or otherwise transfer its interest under this Lease to any "related entity." For aggregate in excess of Twenty-five percent (25%) of such interests, as the purposes same may be constituted as of the date of this sectionLease, a related entity whether directly or indirectly, shall be deemed to include be a parentTransfer within the meaning of this Section 18. Notwithstanding the foregoing, subsidiaryTenant may issue additional stock and/or transfer, any entity that acquires assign, or hypothecate all or substantially all any portion of LesseeTenant's assets or operations relating to stock, as the same may be constituted as of the date of this Lease, whether directly or indirectly, to MicroAge, Inc. or any wholly owned subsidiary of MicroAge, Inc. and the surviving entity of any merger or consolidation involving Lessee. Any assignment to a related entity same shall not require constitute a Transfer within the consent approval meaning of Lessor in order to be effectivethis Article 18. However, Lessee will provide Lessor with thirty (30) days prior written notice In the event of any such assignmentstock issuance or transfer, the same shall not constitute consent by Landlord to any further stock issuance or transfer, nor shall it affect this Lease or any of Tenant's or any guarantor's obligations hereunder. 18.07 In the event Tenant requests Landlord's consent to an Assignment, Sub-Let or Transfer of Tenant's interest in the leased Premises or in the case of a Permitted Assignment, Tenant agrees to pay Landlord all reasonable attorney's fees incurred by Landlord for any legal services for document review of any and all documents deemed necessary by Landlord and Tenant to Assign, Sub-let or Transfer Tenant's interest in the leased Premises.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee Tenant will not, without LessorLandlord's prior written consent, assign, sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and LesseeTenant's employeesemployees or sublet the premises or any portion thereof (collectively called "Transfer"). Lessee Tenant must supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer at least sixty forty-five (6045) days in advance of the Tenant's proposed Transfer date. 18.02 Lessor . Landlord will not unreasonably withhold consent required under this section. The foregoing notwithstanding, Tenant may assign its interest under this Lease to a wholly-owned subsidiary of Tenant without the consent except that of Landlord, provided such subsidiary specifically assumes all obligations of Tenant under this Lease and otherwise agrees to comply with the terms and conditions of this Lease ("Permitted Transfer"). No such Permitted Transfer shall release or otherwise affect Tenant's or any guarantor's obligations under this Lease, or constitute an express or implied consent will to any other Transfer of all or any part of Tenant's leasehold estate, or the occupation of the Premises by anyone other than Tenant or Tenant's employees. 18.02 Landlord need not be granted ifconsent to any Transfer (other than a Permitted Transfer) for reasons including, but not limited to, whether or not: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor Landlord the transferee is of a character or is engaged in a business or proposes a which is not in keeping with the standard of Landlord for the Project; (b) in the reasonable judgment of Landlord any purpose for which the transferee intends to use which the Premises is not in keeping with the standards of Lessor Landlord for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (iiic) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee Tenant is in default under this Lease or any other lease Lease with Lessor; or (v) if transferee is engaged in a more hazardous business than LesseeLandlord. 18.03 In the event Lessor Landlord consents to a Transfer, Lessee Tenant will pay Lessor 50% Landlord one half of the excess, if any, of the rent and other charges reserved in the Transfer over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfer. Lessee For the purpose of this section, the rent reserved in the Transfer will be deemed to include any lump sum payment or other consideration given to Tenant in consideration for the Transfer. Tenant will pay or cause the transferee to pay to Lessor Landlord this additional rent together with the monthly installments of rent due. 18.04 Consent Any consent to any Transfer which may be given by LessorLandlord, any Permitted Transfer, or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, will not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from the full performance by it of the covenants stated herein; and any consent given by Lessor Landlord to any Transfer or Permitted Transfer will not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 If a default under this Lease should occur while the Premises or any part of the Premises are assigned, sublet or otherwise transferred, LessorLandlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer and apply these monies against any sums due to Lessor Landlord by LesseeTenant; and Lessee Tenant authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor Landlord upon receipt of notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Tenant from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding the foregoing or anything contained herein, Lessee shall have the right to assign or otherwise transfer its interest under this Lease to any "related entity." For the purposes of this section, a related entity shall be deemed to include a parent, subsidiary, any entity that acquires all or substantially all of Lessee's assets or operations relating to this Lease, and the surviving entity of any merger or consolidation involving Lessee. Any assignment to a related entity shall not require the consent approval of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignment.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee Tenant will not, without LessorLandlord's prior written consent, which shall not be unreasonably withheld subject to the provisions of this Article 18., assign, sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and LesseeTenant's employeesemployees or sublet the premises or any portion thereof (collectively called "Transfer"). Lessee Tenant must supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer at least sixty (60) days in advance of the Tenant's proposed Transfer date. 18.02 Lessor will Landlord need not unreasonably withhold its consent except that such consent will to any Transfer for reasons including, but not be granted iflimited to, whether or not: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor Landlord the transferee is of a character or is engaged in a business or proposes a which is not in keeping with the standard of Landlord for the Project; (b) in the reasonable judgment of Landlord any purpose for which the transferee intends to use which the Premises is not in keeping with the standards of Lessor Landlord for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (iiic) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee Tenant is in default under this Lease or any other lease Lease with Lessor; or (v) if transferee is engaged in a more hazardous business than LesseeLandlord. 18.03 In the event Lessor Landlord consents to a Transfer, Lessee Tenant will pay Lessor 50% Landlord seventy percent (70%) of the excess, if any, of the rent and other charges reserved in the Transfer over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfer. Lessee For the purpose of this section, the rent reserved in the Transfer will be deemed to include any lump sum payment or other consideration given to Tenant in consideration for the Transfer. Tenant will pay or cause the transferee to pay to Lessor Landlord this additional rent together with the monthly installments of rent due. 18.04 Consent Any consent to any Transfer which may be given by LessorLandlord, or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, will not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from the full performance by it of the covenants stated herein; and any consent given by Lessor Landlord to any Transfer will not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 If a default under this Lease should occur while the Premises or any part of the Premises are assigned, sublet or otherwise transferred, LessorLandlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer and apply these monies against any sums due to Lessor Landlord by LesseeTenant; and Lessee Tenant authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor Landlord upon receipt of notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Tenant from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding If Tenant is a corporation or a partnership, the foregoing issuances of any additional stock or anything contained hereinequity interest and/or the transfer, Lessee shall have assignment or hypothecation of any stock or interest in such corporation or partnership in the right to assign or otherwise transfer its interest under this Lease to any "related entity." For aggregate in excess of fifty percent (50%) of such interests, as the purposes same may be constituted as of the date of this sectionlease, a related entity whether directly or indirectly, shall be deemed to include be a parentTransfer within the meaning of this Section 18. 18.07 In the event Tenant requests Landlord's consent to an Assignment, subsidiarySub-Let or Transfer of Tenant's interest in the leased Premises, Tenant agrees to pay Landlord all reasonable attorney's fees incurred by Landlord for any entity legal services for document review of any and all documents deemed necessary by Landlord and Tenant to Assign, Sub-let or Transfer Tenant's interest in the leased Premises. 18.08 Notwithstanding the foregoing provisions of this Article 18., and provided that acquires all or substantially Tenant complies with all of Lesseethe provisions of this Article 18., Landlord hereby consents to the assignment of Tenant's assets entire interest in the Lease in connection with any sale of stock, merger, or operations relating reorganization so long as the surviving or controlling entity or shareholder has a net worth at least equal to that of Tenant's as of the Lease Commencement Date, specifically assumes all obligations of Tenant under this Lease, and otherwise agrees to comply with the surviving entity terms and condition of this Lease ("Permitted Transfer"). Concurrently with any merger Permitted Transfer, Tenant must also make a "Permitted Transfer" under the Adjustment Premises Lease as defined in Paragraph 19.01F below. No such Permitted Transfer shall release or consolidation involving Lessee. Any assignment otherwise affect Tenant's or any guarantor's obligations under this Lease, or constitute an express or implied consent to a related entity shall not require any other Transfer of all or any part of Tenant's leasehold estate, or the consent approval occupation of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignmentthe Premises by anyone other than Tenant or Tenant's employees.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee Except for a "Permitted Assignment," as defined in Section 18.02 below, Tenant will not, without LessorLandlord's prior written consent, assign, sublease, sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and LesseeTenant's employeesemployees or sublet the premises or any portion thereof (collectively called "Transfer"). Lessee Tenant must supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer and with respect to a Permitted Assignment at least sixty thirty (6030) days in advance of the Tenant's proposed Transfer datedate or the date of a Permitted Assignment. 18.02 Lessor will Except for a "Permitted Assignment," as defined hereinbelow, Landlord need not unreasonably withhold its consent except that such consent will to any Transfer for reasons including, but not be granted iflimited to, whether or not: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor Landlord the transferee is of a character or is engaged in a business or proposes a which is not in keeping with the standard of Landlord for the Project; (b) in the reasonable judgment of Landlord any purpose for which the transferee intends to use which the Premises is not in keeping with the standards of Lessor Landlord for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (iiic) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee Tenant is in default under this Lease or any other lease Lease with Lessor; Landlord. Notwithstanding the foregoing provisions of this Section 18.02, and provided that Tenant complies with all other provisions of this Article 18, Landlord hereby consents to the assignment of the Lease to (i) any wholly-owned subsidiary entity of Brightpoint, Inc., (ii) an entity formed as a result of the merger or consolidation of Tenant with one or more entities, and (viii) if transferee is engaged in the sale by Tenant of all or substantially all of its assets, including the Lease, to a more hazardous business single entity ("Asset Sale"), and such entity specifically assumes the obligations of Tenant under this Lease and otherwise agrees to comply with the terms and conditions of the Lease (a "Permitted Assignment"). No Permitted Assignment shall release or otherwise affect Tenant's or any guarantor's's obligations under this Lease, or constitute an express or implied consent to any other Transfer of all or any part of Tenant's leasehold estate, or the occupation by anyone other than LesseeTenant or Tenant's employees. 18.03 In the event Lessor Landlord consents to a Transfersublease of the Premises, Lessee Tenant will pay Lessor Landlord fifty percent (50% %) of the excess, if any, of the rent and other charges reserved in the Transfer sublease over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfersublease . Lessee For the purpose of this section, the rent reserved in the Transfer will be deemed to include any lump sum payment or other consideration given to Tenant in consideration for the sublease . Tenant will pay or cause the transferee to pay to Lessor Landlord this additional rent together with the monthly installments of rent due. 18.04 Consent Any consent to any Transfer which may be given by LessorLandlord, or any Permitted Assignment or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, will not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from the full performance by it of the covenants stated herein; and any consent given by Lessor Landlord to any Transfer Transfer, or any Permitted Assignment will not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 If a default under this Lease should occur while the Premises or any part of the Premises are assigned, sublet or otherwise transferredtransferred (including, Lessorwithout limitation, a Permitted Assignment) Landlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer or Permitted Assignment and apply these monies against any sums due to Lessor Landlord by LesseeTenant; and Lessee Tenant authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor Landlord upon receipt of notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Tenant from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding the foregoing The issuance, transfer, assignment, hypothecations or anything contained hereinretirement of any stock, Lessee warrant or options or other related rights of ownership of Tenant or any interest therein shall have the right to assign not constitute or otherwise transfer its interest under this Lease to any "related entity." For the purposes of this section, a related entity shall be deemed to include be a parentTransfer within the meaning of this Article 18. and Landlord shall have no right of consent or approval with respect thereto. No such issuance, subsidiarytransfer, assignment, hypothecations or retirement shall in any entity that acquires all way affect Tenant's or substantially all of Lesseeany guarantor's assets or operations relating to obligations under this Lease. 18.07 In the event Tenant requests Landlord's consent to an Assignment, and Sub-Let or Transfer of Tenant's interest in the surviving entity leased Premises, or in the case of a Permitted Assignment, Tenant agrees to pay Landlord all reasonable attorney's fees incurred by Landlord for any legal services for document review of any merger and all documents deemed necessary by Landlord and Tenant to Transfer Tenant's interest in the Premises or consolidation involving Lessee. Any assignment with respect to a related entity shall not require the consent approval of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignmentPermitted Assignment.

ASSIGNMENT, SUBLETTING AND TRANSFERS OF OWNERSHIP. 18.01 Lessee 18.01. Except for a "Permitted Assignment," as defined in Section 18.02 below, Tenant will not, without LessorLandlord's prior written consent, assign, sublease, sell, mortgage, encumber, convey, sublet convey or otherwise transfer all or any part of LesseeTenant's leasehold estate (collectivelyestate, "Transfer") or permit the Premises to be occupied by anyone other than Lessee Tenant and LesseeTenant's employeesemployees or sublet the premises or any portion thereof (collectively called "Transfer"). Lessee Tenant must supply Lessor Landlord with any and all documents deemed necessary by Lessor Landlord to evaluate any proposed Transfer and with respect to a Permitted Assignment at least sixty thirty (6030) days in advance of the Tenant's proposed Transfer datedate or the date of a Permitted Assignment. 18.02 Lessor will 18.02. Except for a "Permitted Assignment," as defined herein below, Landlord need not unreasonably withhold its consent except that such consent will to any Transfer for reasons including, but not be granted iflimited to, whether or not: (ia) in the reasonable judgment of Lessor the transferee lacks the necessary financial resources, business experience or credit worthiness to discharge the terms of the Lease; (ii) in the reasonable judgment of Lessor Landlord the transferee is of a character or is engaged in a business or proposes a which is not in keeping with the standard of Landlord for the Project; (b) in the reasonable judgment of Landlord any purpose for which the transferee intends to use which the Premises is not in keeping with the standards of Lessor Landlord for the Project; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (iiic) the portion of the Premises subject to the transfer is not regular in shape with appropriate means of entering and exiting, including adherence to any local, county or other governmental codes, or is not otherwise suitable for the normal purposes associated with such a transferTransfer; or (ivd) Lessee Tenant is in default under this Lease or any other lease Lease with Lessor; Landlord. Notwithstanding the foregoing provisions of this Section 18.02, and provided that Tenant complies with all other provisions of this Article 18, Landlord hereby consents to the assignment of the Lease to (i) any wholly-owned subsidiary entity of Brightpoint, Inc., (ii) an entity formed as a result of the merger or consolidation of Tenant with one or more entities, and (viii) if transferee is engaged in the sale by Tenant of all or substantially all of its assets, including the Lease, to a more hazardous business single entity ("Asset Sale"), and such entity specifically assumes the obligations of Tenant under this Lease and otherwise agrees to comply with the terms and conditions of the Lease (a "Permitted Assignment"). No Permitted Assignment shall release or otherwise affect Tenant's or any guarantor's obligations under this Lease, or constitute an express or implied consent to any other Transfer of all or any part of Tenant's leasehold estate, or the occupation by anyone other than LesseeTenant or Tenant's employees. 18.03 18.03. In the event Lessor Landlord consents to a Transfersublease of the Premises, Lessee Tenant will pay Lessor Landlord fifty percent (50% %) of the excess, if any, of the rent and other charges reserved in the Transfer sublease over the allocable portion of the rent and other charges hereunder for that portion of the Premises subject to the Transfersublease. Lessee For the purpose of this section, the rent reserved in the Transfer will be deemed to include any lump sum payment or other consideration given to Tenant in consideration for the sublease. Tenant will pay or cause the transferee to pay to Lessor Landlord this additional rent together with the monthly installments of rent due. 18.04 Consent 18.04. Any consent to any Transfer which may be given by LessorLandlord, or any Permitted Assignment or the acceptance of any rent, charges or other consideration by Lessor Landlord from Lessee Tenant or any third party, will not constitute a waiver by Lessor Landlord of the provisions of this Lease or a release Lessee of Tenant from the full performance by it of the covenants stated herein; and any consent given by Lessor Landlord to any Transfer Transfer, or any Permitted Assignment will not relieve Lessee Tenant (or any transferee of LesseeTenant) from the above requirements for obtaining the written consent of Lessor Landlord to any subsequent Transfer. 18.05 18.05. If a default under this Lease should occur while the Premises or any part of the Premises are assigned, sublet or otherwise transferredtransferred (including, Lessorwithout limitation, a Permitted Assignment) Landlord, in addition to any other remedies provided for herein within this Lease or by law, may at its option collect directly from the transferee all rent or other consideration becoming due Lessee to Tenant under the Transfer. Lessor may Transfer or Permitted Assignment and apply these monies against any sums due to Lessor Landlord by LesseeTenant; and Lessee Tenant authorizes and directs any transferee to make payments of rent or other consideration direct to Lessor Landlord upon receipt of notice from LessorLandlord. No direct collection by Lessor Landlord from any transferee should be construed to constitute a novation or a release of Lessee Tenant or any guarantor of Lessee Tenant from the further performance of its obligations in connection with this Lease. 18.06 Notwithstanding the foregoing 18.06. The issuance, transfer, assignment, hypothecations or anything contained hereinretirement of any stock, Lessee warrant or options or other related rights of ownership of Tenant or any interest therein shall have the right to assign not constitute or otherwise transfer its interest under this Lease to any "related entity." For the purposes of this section, a related entity shall be deemed to include be a parentTransfer within the meaning of this Article 18. and Landlord shall have no right of consent or approval with respect thereto. No such issuance, subsidiarytransfer, assignment, hypothecations or retirement shall in any entity that acquires all way affect Tenant's or substantially all of Lesseeany guarantor's assets or operations relating to obligations under this Lease. 18.07. In the event Tenant requests Landlord's consent to an Assignment, and Sub-Let or Transfer of Tenant's interest in the surviving entity leased Premises, or in the case of a Permitted Assignment, Tenant agrees to pay Landlord all reasonable attorney's fees, not to exceed Two Thousand Dollars ($2,000.00), incurred by Landlord for any legal services for document review of any merger and all documents deemed necessary by Landlord and Tenant to Transfer Tenant's interest in the Premises or consolidation involving Lessee. Any assignment with respect to a related entity shall not require the consent approval of Lessor in order to be effective. However, Lessee will provide Lessor with thirty (30) days prior written notice of any such assignmentPermitted Assignment.