Common use of Permitted Transfer Clause in Contracts

Permitted Transfer. The first sentence of Section 16.8 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant may assign its entire interest under this Lease or sublease all or a portion of the Premises without the consent of Landlord to: (i) an affiliate, subsidiary or parent of Tenant; (ii) any entity into which that Tenant or an affiliated party may merge or consolidate; (iii) any entity that acquires all or substantially all of the assets of Tenant; each a “Permitted Transfer” and such transferee a “Permitted Transferee”, provided that (a) Tenant notifies Landlord at least twenty (20) days prior to the effective date of any such Permitted Transfer, (b) Tenant is not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of the original Tenant on the day immediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, (e) the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant and each Guarantor; and (f) the ultimate parent company of any Permitted Transferee executes a Guaranty in favor of Landlord substantially in the form attached hereto as Exhibit D."

Permitted Transfer. The first sentence of Notwithstanding anything to the contrary contained in Section 16.8 11.01 above, Tenant shall have the right, without Landlord's consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Existing Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is hereby amended controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and restated provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11.02 "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its entirety as follows: "obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant may assign to transfer its entire interest under this Lease as part of a fraud or sublease all subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a portion transfer of the Premises without the consent partnership or membership interests, a stock transfer, or any sale of Landlord to: (i) an affiliate, subsidiary or parent of Tenant; (ii) any entity into which that Tenant or an affiliated party may merge or consolidate; (iii) any entity that acquires all or substantially all of the assets of Tenant; each a “Permitted Transfer” and such transferee a “Permitted Transferee”, provided Tenant that (a) Tenant notifies Landlord at least twenty (20) days do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the effective date of any such Permitted Transfer, (b) Tenant is not contrary contained in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (cbut not both leases) such as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal right to the Net Worth of the original Tenant on the day immediately preceding the effective date of rely upon such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, (e) the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant and each Guarantor; and (f) the ultimate parent company of any Permitted Transferee executes a Guaranty in favor of Landlord substantially in the form attached hereto as Exhibit D."notice.

Permitted Transfer. The first sentence Notwithstanding the provisions of Section 16.8 of 14 to the Existing Lease is hereby amended and restated in its entirety as follows: "contrary, Tenant may assign its entire interest this Lease, without Landlord’s consent and without releasing Tenant of any liability under this Lease Lease, (a) to a parent or sublease all or a portion subsidiary of the Premises without the consent of Landlord to: (i) an affiliate, subsidiary or parent of Tenant; (ii) any entity into which that Tenant or an affiliated party may merge the parent or consolidate; subsidiary of any corporation that controls, is controlled by or is under common control with Tenant, or (iiib) to any corporation or other entity resulting from a merger, reorganization or consolidation with Tenant, or to any person or entity that acquires all or substantially all of the assets of Tenant; each ’s business as a “Permitted Transfer” and such transferee a “Permitted Transferee”going concern or substantially all its stock, provided that that: (ai) Tenant notifies Landlord shall not be in an Event of Default in the performance of any of its obligations under this Lease at the time of the assignment; (ii) the net worth of the Transferee is substantially equal to or greater than the net worth (computed in accordance with generally accepted accounting principles, consistently applied (but excluding goodwill as an asset)) on the date just prior to the assignment or date of the Lease; (iii) at least twenty fifteen (2015) days prior to the effective date of any such Permitted Transferassignment, Tenant shall furnish Landlord with the name of the Transferee and a written certification from an officer of Tenant certifying (A) the manner in which the proposed Transferee is affiliated with Tenant, (bB) that the type of business conducted in the Premises and the density of personnel in the Premises will not materially change as a result of such assignment, and (C) the Transferee as the net worth required herein and proof satisfactory to Landlord of such net worth; (iv) the Transferee assumes, in full, the obligations of Tenant is not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of the original Tenant on the day immediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, (e) the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant and each Guarantor; and (fv) the ultimate parent company use of any the Premises remains unchanged. An assignment of this Lease pursuant to this Section 14.8 shall be referred to as a “Permitted Transferee executes Transfer” and an assignee pursuant to a Guaranty in favor Permitted Transfer shall be referred to as a “Permitted Transferee”. The provisions of Landlord substantially in the form attached hereto as Exhibit D."Sections 14.2 and 14.3(d) shall not apply to a Permitted Transfer

Permitted Transfer. The first sentence of Notwithstanding anything to the contrary contained in Section 16.8 11.01 above, Tenant shall have the right, without Landlord’s consent, but upon not less than ten (10) days’ prior notice to Landlord, to (a) sublet all or part of the Existing Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is hereby amended controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of Tenant’s successor entity after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and restated provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a “Permitted Transferee”). For the purpose of this Article 11 (i) “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its entirety as follows: "obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant may assign to transfer its entire interest under this Lease as part of a fraud or sublease all subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a portion transfer of the Premises without the consent partnership or membership interests, a stock transfer, or any sale of Landlord to: (i) an affiliate, subsidiary or parent of Tenant; (ii) any entity into which that Tenant or an affiliated party may merge or consolidate; (iii) any entity that acquires all or substantially all of the assets of Tenant; each a “Permitted Transfer” and such transferee a “Permitted Transferee”, provided Tenant that (a) Tenant notifies Landlord at least twenty (20) days prior to do not meet the effective date requirements of any such Permitted Transfer, (b) Tenant is not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee Section 11.02 shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of the original Tenant on the day immediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, (e) the liability of such Permitted Transferee under either be deemed an assignment or sublease shall be joint and several with Tenant and each Guarantor; and (f) the ultimate parent company of any Permitted Transferee executes a Guaranty in favor of Landlord substantially in the form attached hereto as Exhibit D."transfer that requires Landlord’s prior written consent pursuant to Section 11.01 above.

Permitted Transfer. The first sentence of Notwithstanding anything to the contrary contained in Section 16.8 11.01 above, Tenant shall have the right, without Landlord’s consent, to (a) sublet all or part of the Existing Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is hereby amended controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, provided that in the event of a transfer, such successor entity assumes all of the obligations and restated liabilities of Tenant (any such entity hereinafter referred to as a “Permitted Transferee”). Tenant shall give notice of such permitted transfer prior to or promptly after such transfer. For the purpose of this Article 11 “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity. Any such transfer shall not relieve Tenant of its entirety as follows: "obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant may assign to transfer its entire interest under this Lease as part of a fraud or sublease all subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a portion transfer of the Premises without the consent partnership or membership interests, a stock transfer, or any sale of Landlord to: (i) an affiliate, subsidiary or parent of Tenant; (ii) any entity into which that Tenant or an affiliated party may merge or consolidate; (iii) any entity that acquires all or substantially all of the assets of Tenant; each a “Permitted Transfer” and such transferee a “Permitted Transferee”, provided Tenant that (a) Tenant notifies Landlord at least twenty (20) days do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the effective date contrary contained herein, Landlord acknowledges and agrees that Tenant may effectuate any public offering of Tenant’s stock on the New York Stock Exchange or the NASDAQ over the counter market, and any such Permitted Transfer, (b) Tenant is public offering and or subsequent transfers of stock as a result thereof shall not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of the original Tenant on the day immediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, (e) the liability of such Permitted Transferee under either constitute an assignment or sublease shall be joint and several with Tenant and each Guarantor; and (f) the ultimate parent company of any Permitted Transferee executes a Guaranty in favor of Landlord substantially in the form attached hereto as Exhibit D."or other transfer requiring Landlord’s consent hereunder.

Permitted Transfer. The first sentence of Section 16.8 8.5.1 Notwithstanding anything contained in this Sublease or the Master Lease, Subtenant may enter into any of the Existing Lease following transfers (a "Permitted Transfer") without Landlord's prior written consent: (1) Subtenant may sublease all or part of the Subleased Premises or assign its interest in the Sublease to any corporation or other entity which controls, is hereby amended and restated in its entirety as follows: "Tenant controlled by, or is under common control with the Subtenant; (2) Subtenant may assign its entire interest under this Lease in the Sublease to a corporation or sublease all other entity which results from a merger, consolidation or a portion of other reorganization in which Subtenant is not the Premises without the consent of Landlord to: (i) an affiliate, subsidiary or parent of Tenantsurviving corporation; (ii3) any Subtenant may assign the Sublease to a corporation or other entity into which that Tenant purchases or an affiliated party may merge or consolidate; (iii) any entity that otherwise acquires all or substantially all of the assets of TenantSubtenant at the Subleased Premises; each (4) Subtenant may reincorporate in another jurisdiction or reconstitute and convert to a “Permitted Transfer” different form, such as converting from a corporation to a limited liability company; and such transferee (5) Subtenant may sell its shares for the initial issuance or transfer of shares in Subtenant in connection with its public offering on a “Permitted Transferee”national stock exchange or a regularly traded over-the-counter market and quoted on NASDAQ or shares that may be traded publicly subsequent thereto, provided that provided: (a) Tenant notifies Landlord Subtenant is not in default under this Sublease beyond applicable cure periods; (b) if such proposed transferee is a successor to Subtenant by purchase, merger, consolidation or reorganization, the continuing or surviving entity shall own all or substantially all of the assets of Subtenant and shall have a net worth which is at least twenty equal to Subtenant's net worth at the date of the Permitted Transfer; (20c) days prior to such proposed transferee operates the effective date business in the Subleased Premises for the use described in this Sublease and no other purpose; and (d) in no event shall any Permitted Transfer release or relieve Subtenant from any of its obligations under this Sublease. Subtenant shall give Master Landlord written notice of any such Permitted Transfer, (b) Tenant is not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of the original Tenant on the day immediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, (e) the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant and each Guarantor; and (f) the ultimate parent company of any Permitted Transferee executes a Guaranty in favor of Landlord substantially in the form attached hereto as Exhibit D.".

Permitted Transfer. The first sentence of Section ofSection 16.8 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant may assign its entire interest under this tlus Lease or sublease all or a portion pmtion of the Premises without the consent of Landlord to: (i) an affiliate, subsidiary subsidiaq or parent of Tenant; (ii) any entity into which wluch that Tenant or an affiliated party may merge or consolidate; (iii) any entity that acquires all or substantially all of the assets of Tenant; each a “"Permitted Transfer” Tmnsfer" and such transferee a “"Permitted Transferee”Tt·ansferee", provided that (a) Tenant notifies Landlord at least twenty (20) days prior to the effective date of any such Permitted Pemutted Transfer, (b) Tenant is not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this tills Lease, (c) such Permitted Pennitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting accotmting principles (“"Net Worth”") at least equal to the Net Worth of the original Tenant on the day immediately inunediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether whetlter with or without Landlord’s 's consent, shall relieve Tenant from any liability under tmder this Lease, (e) the liability of such Permitted Pemutted Transferee under tmder either an assignment or sublease shall be joint and several with Tenant and each Guarantor; and (f) the ultimate parent company of any Permitted Pennitted Transferee executes a Guaranty in favor of Landlord substantially in the form fonn attached hereto as Exhibit D." the monthly Ad:dittonal Two and 50/100 Dollars ($578,482.50), subject to further adjustment as set fmih in Section 7 of tlus Amendment, including the adjustments to Base Rent tmder the Existing Lease for the last five (5) years of the Term. Within ten (10) days of receipt of an amendment to the Lease memorializing the adjustment of the Additional Base Rent pursuant to this Section 10 (the "Lease Amendment"), Tenant xxxx.xx to execute and deliver such Lease Amendment to Landlord, provided Tenant's failw·e to timely deliver the Lease Amendment shall not delay or preclude the adjustments to the Additional Base Rent as set fmih herein nor shall such failure negate Tenant's liability therefor. Post-Closing Environmental Report and Remediation. Tenant acknowledges that prior to the 11. Cmnmencement Date, Tenant's contl·actor discovered an estimated 4,000 gallon No. 2 heating oil tmderground storage tank (the ''UST") on the no1ihem portion of the Additional Parcel and that upon discove1y, a release to the soil adjacent to the UST was observed and reported to the New York State Department of Enviromnental Conservation (''NYSDEC"). Tenant's consultant removed the UST prior to tl1e Cmnmencement Date and has removed or is in the process of removing impacted soil and tmde11aking grotmdwater and soil sampling to determine any fmiher remediation that may be required at the Prenlises. Tenant shall be required to diligently complete the removal of any 4 ​

Permitted Transfer. The first sentence of Notwithstanding anything to the contrary contained in Section 16.8 11.01 above, Tenant shall have the right, without Landlord's consent, but upon seven (7) days prior notice to Landlord, to (a) sublet all or part of the Existing Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; or (b) assign this Lease to any related corporation or other entity which controls Tenant, is hereby amended controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's assets or property; provided that in the event of a transfer pursuant to clause (b), the tangible net worth of the successor entity after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and restated provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11, (i) "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Tenant shall remain primarily liable hereunder and any such transfer shall not relieve Tenant of its entirety as follows: "obligations under this Lease. Nothing in this Section 11.02 is intended to nor shall permit Tenant may assign to transfer its entire interest under this Lease as part of a fraud or sublease all subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. A change of control (as defined above) of Tenant resulting from a stock transfer shall constitute an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above, unless Tenant is an entity whose outstanding stock is listed on a portion of the Premises without the consent of Landlord to: (i) an affiliaterecognized securities exchange, subsidiary or parent if at least 80% of Tenant; 's voting stock is owned by another entity, the voting stock of which is so listed. Notwithstanding the preceding sentence, a change of control (iias defined above) of Tenant resulting from a merger or consolidation, or from any entity into which that Tenant or an affiliated party may merge or consolidate; (iii) any entity that acquires all or sale of substantially all of the assets of Tenant; each a “Permitted Transfer” and such transferee a “Permitted Transferee”, provided that (a) Tenant notifies Landlord at least twenty (20) days prior to do not meet the effective date requirements of any such Permitted Transfer, (b) Tenant is not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee Section 11.02 shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of the original Tenant on the day immediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, (e) the liability of such Permitted Transferee under either constitute an assignment or sublease shall be joint and several with Tenant and each Guarantor; and (f) the ultimate parent company of any Permitted Transferee executes a Guaranty in favor of Landlord substantially in the form attached hereto as Exhibit D."transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. ARTICLE 12 -

Permitted Transfer. The first sentence of Section 16.8 8.5.1 Notwithstanding anything contained in this Sublease or the Master Lease, Subtenant may enter into any of the Existing Lease following transfers (a "Permitted Transfer") without Landlord's prior written consent: (1) Subtenant may sublease all or part of the Subleased Premises or assign its interest in the Sublease to any corporation or other entity which controls, is hereby amended and restated in its entirety as follows: "Tenant controlled by, or is under common control with the Subtenant; (2) Subtenant may assign its entire interest under this Lease in the Sublease to a corporation or sublease all other entity which results from a merger, consolidation or a portion of other reorganization in which Subtenant is not the Premises without the consent of Landlord to: (i) an affiliate, subsidiary or parent of Tenantsurviving corporation; (ii3) any Subtenant may assign the Sublease to a corporation or other entity into which that Tenant purchases or an affiliated party may merge or consolidate; (iii) any entity that otherwise acquires all or substantially all of the assets of TenantSubtenant at the Subleased Premises; each (4) Subtenant may reincorporate in another jurisdiction or reconstitute and convert to a “Permitted Transfer” different form, such as converting from a corporation to a limited liability company; and such transferee (5) Subtenant may sell its shares for the initial issuance or transfer of shares in Subtenant in connection with its public offering on a “Permitted Transferee”national stock exchange or a regularly traded over-the- counter market and quoted on NASDAQ or shares that may be traded publicly subsequent thereto, provided that provided: (a) Tenant notifies Landlord Subtenant is not in default under this Sublease beyond applicable cure periods; (b) if such proposed transferee is a successor to Subtenant by purchase, merger, consolidation or reorganization, the continuing or surviving entity shall own all or substantially all of the assets of Subtenant and shall have a net worth which is at least twenty equal to Subtenant's net worth at the date of the Permitted Transfer; (20c) days prior to such proposed transferee operates the effective date business in the Subleased Premises for the use described in this Sublease and no other purpose; and (d) in no event shall any Permitted Transfer release or relieve Subtenant from any of its obligations under this Sublease. Subtenant shall give Master Landlord written notice of any such Permitted Transfer, (b) Tenant is not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of the original Tenant on the day immediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, (e) the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant and each Guarantor; and (f) the ultimate parent company of any Permitted Transferee executes a Guaranty in favor of Landlord substantially in the form attached hereto as Exhibit D.".

Permitted Transfer. The first sentence of Section ofSection 16.8 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant may assign its entire interest under this tlus Lease or sublease all or a portion pmtion of the Premises without the consent of Landlord to: (i) an affiliate, subsidiary subsidiaq or parent of Tenant; (ii) any entity into which wluch that Tenant or an affiliated party may merge or consolidate; (iii) any entity that acquires all or substantially all of the assets of Tenant; each a “"Permitted Transfer” Tmnsfer" and such transferee a “"Permitted Transferee”Tt·ansferee", provided that (a) Tenant notifies Landlord at least twenty (20) days prior to the effective date of any such Permitted Pemutted Transfer, (b) Tenant is not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this tills Lease, (c) such Permitted Pennitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting accotmting principles (“"Net Worth”") at least equal to the Net Worth of the original Tenant on the day immediately inunediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether whetlter with or without Landlord’s 's consent, shall relieve Tenant from any liability under tmder this Lease, (e) the liability of such Permitted Pemutted Transferee under tmder either an assignment or sublease shall be joint and several with Tenant and each Guarantor; and (f) the ultimate parent company of any Permitted Pennitted Transferee executes a Guaranty in favor of Landlord substantially in the form fonn attached hereto as Exhibit D." monthly Ad:dittonal and 50/100 Dollars ($578,482.50), subject to further adjustment as set fmih in Section 7 of tlus Amendment, including the adjustments to Base Rent tmder the Existing Lease for the last five (5) years of the Term. Within ten (10) days of receipt of an amendment to the Lease memorializing the adjustment of the Additional Base Rent pursuant to this Section 10 (the "Lease Amendment"), Tenant xxxx.xx to execute and deliver such Lease Amendment to Landlord, provided Tenant's failw·e to timely deliver the Lease Amendment shall not delay or preclude the adjustments to the Additional Base Rent as set fmih herein nor shall such failure negate Tenant's liability therefor. Post-Closing Environmental Report and Remediation. Tenant acknowledges that prior to the 11. Cmnmencement Date, Tenant's contl·actor discovered an estimated 4,000 gallon No. 2 heating oil tmderground storage tank (the ''UST") on the no1ihem portion of the Additional Parcel and that upon discove1y, a release to the soil adjacent to the UST was observed and reported to the New York State Department of Enviromnental Conservation (''NYSDEC"). Tenant's consultant removed the UST prior to tl1e Cmnmencement Date and has removed or is in the process of removing impacted soil and tmde11aking grotmdwater and soil sampling to determine any fmiher remediation that may be required at the Prenlises. Tenant shall be required to diligently complete the removal of any 4 ​