Common use of SUBLETTING AND ASSIGNING Clause in Contracts

SUBLETTING AND ASSIGNING. Lessee shall not assign or otherwise transfer this Lease or any interest herein, and shall not sublet the Leased Premises or any portion thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any portion thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the Premises, Lessee shall deliver to Lessor (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such proposed assignment or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any construction, as required under Section 10), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion of the Leased Premises to, (i) an entity into or with which Lessee is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in any such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of the named Lessee on the date of this Lease; (b) proof of such net worth satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and subletting.

SUBLETTING AND ASSIGNING. Lessee 9.1 Tenant shall not assign assign, mortgage or otherwise transfer encumber this Lease Lease, nor sublet, suffer or any interest herein, and shall not sublet permit the Leased Premises or any portion thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party part thereof to occupy or use the Leased Premises or any portion thereofbe used by others, without the prior express written consent of Lessor, which consent may be withheld by Lessor Landlord in its sole and absolute discretioneach instance. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber If this Lease be assigned, or if the Premises or any interest herein. Lessee shall reimburse Lessor on demandpart hereof be sublet or occupied by anyone other than Tenant, as Additional without Landlord's prior written consent, Landlord may collect from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any but no such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the Premisesassignment, Lessee shall deliver to Lessor (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such proposed assignment or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any construction, as required under Section 10), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease occupancy or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of this covenant, or the provisions of this Section, an acceptance of such assignee the assignee, subtenant or sublessee as a lessee hereundertenant, or of a release of Lessee Tenant from direct and primary liability for the further performance of all of the its covenants of this Leaseherein contained. Lessor's The consent by Landlord to an assignment or sublease subletting shall not be construed to relieve Lessee Tenant from the obligation of obtaining the express Landlord's written consent of Lessor to any modification further assignment or subletting. Should Tenant desire to assign this Lease or any right or interest herein or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such desire, which notice shall contain (1) the name and address of the proposed assignee or subtenant and its form of organization, (2) the nature of the proposed assignee or subtenant's business to be conducted in the Premises, (3) the terms and conditions of the proposed assignment or sublease, and (4) financial statements for the three most recent completed fiscal years of the proposed assignee or any further subtenant and such other financial information as Landlord may request and a bank reference, together with a written request that Landlord approve such assignment or subleasesubletting. In no event Together with the delivery of said notice, Tenant also shall pay to Landlord an administrative processing fee in the amount of $500.00, which fee shall be nonrefundable in any party to an event, regardless of whether Landlord approves the proposed assignment or subleasesublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Sectionincluding, without the necessity of obtaining Lessorlimitation, attorney's prior written consent, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion of the Leased Premises to, (i) an entity into or with which Lessee is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in any such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of the named Lessee on the date of this Lease; (b) proof of such net worth satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and sublettingfees).

SUBLETTING AND ASSIGNING. Lessee Tenant shall not assign or otherwise transfer this Lease or any interest herein, and shall not sublet the Leased Premises or any portion thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any portion thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the Demised Premises, Lessee whether voluntarily or by operation of law, without first obtaining Landlord’s prior written consent thereto, which consent shall deliver not be unreasonably withheld, delayed or conditioned. If such consent is given, it will not release Tenant from its obligations hereunder and which will not be deemed consent to Lessor (i) any further subletting or assignment. If Landlord consents to any such subletting or assignment, the same shall nevertheless be a true and complete condition to the effectiveness thereof that a fully executed copy of the proposed instrument containing sublease or assignment be furnished to Landlord and that any assignee assume in writing all obligations of the terms and conditions of such proposed assignment Tenant hereunder. Tenant shall not mortgage or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any construction, as required under Section 10), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of encumber this Lease. Within thirty (30) days after receipt Any agent employed by Tenant to complete a sublease of the notice of the proposed assignment or subletting and the other information required to Demised Premises must be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or sublettingapproved by Landlord. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent Notwithstanding anything to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described contrary set forth in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease , Tenant shall not relieve Lessee from have the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled right to assign this Lease to, to a Permitted Transferee (defined below) or to enter into a sublease of all or any portion of the Leased Premises toto a Permitted Transferee, without the consent of Landlord. For purposes of this Lease a “Permitted Transferee” shall be any of the following entities: (i) an entity into or with which Lessee is merged or consolidated, or to which substantially all Affiliate (defined below) of Lessee's stock or assets are transferred, or Tenant; (ii) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity into which controls or with which Tenant, or its corporate successors or assigns, is controlled merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities and (iii) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Tenant’s assets or securities, and in the case of the acquisition of assets, so long as tenant’s obligation hereunder are assumed by Lessee or is under common control with Lesseethe acquiring such assets; provided, provided however, that in any such event: (a) the successor to Lessee Permitted Transferee has a net worth, worth on a consolidated basis computed in accordance with (and including such consolidated entities as required by) generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee Tenant immediately prior to such merger, consolidation consolidation, acquisition or transfer, or (2) the net worth of the Tenant herein named Lessee on the date of this Lease; (b) proof of such net worth satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and subletting.

SUBLETTING AND ASSIGNING. Lessee 9.1 Tenant shall not assign, mortgage or encumber this Lease, nor sublet, suffer or permit the Premises or any part thereof to be used by others, without the prior written consent of Landlord 10 <PAGE> in each instance. If this Lease be assigned, or if the Premises or any part hereof be sublet or occupied by anyone other than Tenant, without Landlord's prior written consent, Landlord may collect from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or tenant, of a release of Tenant from the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment or subletting. Should Tenant desire to assign or otherwise transfer this Lease or any right or interest herein, and shall not herein or sublet the Leased Premises or any portion part thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any portion thereof, without the prior express Tenant shall give Landlord written consent notice of Lessorsuch desire, which consent notice shall contain (1) the name and address of the proposed assignee or subtenant and its form of organization, (2) the nature of the proposed assignee or subtenant's business to be conducted in the Premises, (3) the terms and conditions of the proposed assignment or sublease, and (4) financial statements for the three most recent completed fiscal years of the proposed assignee or subtenant and such other financial information as Landlord may be withheld by Lessor in its sole request and absolute discretion. Lessee shall not mortgagea bank reference, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection together with any a written request that Landlord approve such assignment or subletting. If Lessee wishes Together with the delivery of said notice, Tenant also shall pay to enter into Landlord an assignment or sublease with respect to all or any portion of the Premises, Lessee shall deliver to Lessor (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such proposed assignment or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted administrative processing fee in the Leased Premises by such assignee or sublesseeamount of $500.00, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably requirewhich fee shall be nonrefundable in any event, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such regardless of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, including, without limitation, attorney's fees). 9.2 (a) For the purposes of this Lease, an "assignment" prohibited by this Section 9.0 shall be deemed to include the following: if Tenant is a partnership or limited liability company, a withdrawal or change (voluntary, involuntary, by operation of law) of any one or more of the general partners or manager thereof, or the dissolution of the partnership or limited liability company; or, if Tenant consists of more than one person, a purported assignment, transfer, mortgage or encumbrance (voluntary, involuntary, by operation of law or otherwise) from one constituent member to any other constituent member, or to any third party, or, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or any change in the ownership (voluntary, involuntary, by operation of law, creation of new stock or otherwise) of fifty percent (50%) or more of its capital stock from the ownership existing on the date of execution hereof, or, the sale of fifty percent (50%) of the value of the assets of Tenant. (b) Notwithstanding the foregoing, without Landlord's consent, but upon ten (10) days' prior written notice to Landlord, this Lease may be assigned, or the Premises may be sublet (i) to any corporation or other legal entity which is a parent, subsidiary or affiliate of Tenant, (ii) to any successor entity resulting from the initial public offering of the Tenant stock, or (iii) by virtue of a merger into, stock sale to or sale of substantially all of Tenant's assets to, any public corporation whose stock is traded on a major national or international stock exchange and whose demonstrated net worth is not less than One Million U.S. Dollars (U.S.$1,000,000); provided that both Tenant and the parent, subsidiary, affiliate or successor entity to whom Tenant assigns the Lease shall be jointly and severally liable for all of Tenant's obligations and liabilities under this Lease whether arising before or after the date of assignment, and further provided that in the event of such an assignment described in this paragraph 9.2(b), any such assignee shall have a net worth as determined in accordance with complete plans generally accepted accounting principles consistently applied that is at least equal to the net worth of Tenant (determined in a similar manner) on the date of execution of this Lease. For the purpose of this Section, a "parent" shall mean a corporation or other legal entity which owns not less than one hundred percent (100%) of the outstanding voting interests in Tenant, a "subsidiary" shall mean any entity not less than one hundred percent (100%) of whose outstanding voting interests shall be owned by Tenant, and specifications to an "affiliate" shall mean any entity not less than one hundred percent (100%) of whose outstanding voting interests shall be submitted and approved owned by Tenant's parent. 9.3 No less than thirty (30) days prior to the commencement effective date of a proposed assignment or sublease [other than one made pursuant to Subsection 9.2(b)], Tenant shall offer to reconvey to Landlord, as of said effective date, that portion of the Premises which Tenant is seeking to assign or sublet, which offer shall contain an undertaking by Tenant to accept, as full and adequate consideration for the reconveyance, Landlord's release of Tenant from all future Rent and other obligations under this Lease with respect to the Premises or the portion thereof so reconveyed. Landlord, in its absolute discretion, shall accept or reject the offered reconveyance within ten (10) business days of the offer and if Landlord accepts, the reconveyance shall be evidenced by an 11 <PAGE> agreement acceptable to Landlord in form and substance. If Landlord fails to accept or reject the offer within the ten (10) business day period, Landlord shall be deemed to have rejected the offer. 9.4 If Landlord rejects or is deemed to have rejected Tenant's offer of reconveyance and if Landlord gives its consent to any assignment of this Lease or to any sublease, or if Tenant is otherwise permitted to make any assignment or sublease pursuant to this Lease, Tenant shall in consideration therefore, pay to Landlord, as Additional Rent the amounts described in subparagraphs (a) and (b) below. The sums due under subparagraphs (a) and (b) below shall be paid by Tenant to Landlord as and when payable by the assignee or subtenant to Tenant: (a) In the case of an assignment, an amount equal to all sums and consideration paid to Tenant by the assignee for or by reason of such assignment (including any sums paid for the sale, rental, or use of Tenant's Property (as hereinafter defined in Section 17) in excess of the then unamortized value of Tenant's Property as reflected in Tenant's federal income tax returns less the reasonable brokerage commissions and legal fees, if any, actually paid by Tenant in connection with such assignment; and (b) In the case of a sublease, any rents, additional charge or other consideration payable under the sublease to Tenant by the subtenant (including any sums paid for the sale, rental or use of Tenant's Property in excess of the then unamortized value of Tenant's Property as reflected in Tenant's federal income tax returns) that are in excess of the Rent during the term of the sublease with respect to the subleased space, less the reasonable brokerage commissions and legal fees, if any, actually paid by Tenant in connection with such subletting. 9.5 Tenant shall reimburse Landlord on demand for any reasonable costs that Landlord may incur in connection with a request by Tenant to consent to any assignment or sublease, including the reasonable costs of investigating the acceptability of the proposed assignee or subtenant, and reasonable legal costs incurred in connection with the granting of any constructionrequested consent and in negotiating and documenting any sublease or assignment. 9.6 No assignment or subletting shall affect the continuing primary liability of Tenant (which, as required under Section 10following assignment, shall be joint and several with the assignee), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion of the Leased Premises to, (i) an entity into or with which Lessee is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in any such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of the named Lessee on the date of this Lease; (b) proof of such net worth satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and subletting.10.0

SUBLETTING AND ASSIGNING. Lessee Tenant shall not assign assign, mortgage or otherwise transfer this Lease or any interest herein, and shall not sublet the Leased Premises or any portion thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any portion thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any portion of Tenant's interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to sublet all or any portion of the PremisesDemised Premises without first obtaining Landlord's prior written consent thereto, Lessee shall deliver to Lessor (i) a true and complete copy of which the proposed instrument containing all of the terms and conditions of such proposed assignment or sublease, (ii) a reasonably detailed description of the business operations proposed to parties agree may not be conducted in the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any construction, as required under Section 10), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or sublettingunreasonably withhold. If Lessor Landlord consents to such proposed any given assignment or subletting, then prior such consent will not be deemed a consent to such any further subletting or assignment without subsequent consent of the Landlord which consent may not be unreasonably withheld. Duly attempted assignment, mortgagx, xublease or sublease becoming effective (other encumbrance of the Demised Premises in violation of this paragraph shall be null and as void. If Landlord consents to any subletting or assignment, it shall nevertheless be a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original thereof that a fully executed copy of the fully-executed instrument sublease or assignment be furnished to Landlord and that any assignee assume in writing all obligations of assignment or sublease and of the agreement described in clause (v) aboveTenant hereunder. Notwithstanding any such consentconsent by Landlord to any subletting or assixxxxxx, in the undersigned Lessee event of any subletting or assignment of the Demised Premises, Tenant shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion of the Leased Premises to, (i) an entity into or with which Lessee is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in any such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of the named Lessee on the date of this Lease; (b) proof of such net worth satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including Tenant set forth herein. The sale by Tenant of a controlling interest in the prohibition against further Tenant entity shall be deemed an assignment and sublettingof this Lease requiring the consent of Landlord as specified above.

SUBLETTING AND ASSIGNING. Lessee Tenant shall not assign assign, mortgage or otherwise transfer this Lease or any interest herein, and shall not sublet the Leased Premises or any portion thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any portion thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any portion of Tenant's interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to sublet all or any portion of the PremisesDemised Premises without first obtaining Landlord's prior written consent thereto, Lessee which shall deliver not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant, without Landlord's consent, shall be entitled to Lessor (i) sublet the Demised Premises or assign in whole or in part, its rights under the Lease to any affiliate or subsidiary of Tenant or any parent of Tenant or any successor of Tenant resulting from a true and complete copy merger or consolidation of Tenant into any entity under the "Common Control" of Tenant. Should Tenant sublet or assign all or a portion of the proposed instrument containing all of Demised Premises for an amount greater than the terms and conditions of such proposed assignment Rent Tenant is paying, whether or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by not such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to subtenant is under the commencement Common Control of any construction, as required under Section 10), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent toTenant, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period excess shall be deemed to constitute Lessor's withholding its consent to such assignment or sublettingretained in full by Tenant. If Lessor Landlord consents to such proposed any assignment or subletting, then prior such consent will not be deemed a consent to such assignment any further subletting or sublease becoming effective (assignment. Duly xxxempted assignments, mortgages, subleases or other encumbrances of the Demised Premises in violation of this paragraph shall be null and as void. If Landlord consents to any subletting or assignment, or if Landxxxx'x xonsent is not required it shall nevertheless be a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original thereof that a fully executed copy of the fully-executed instrument of sublease or assignment or sublease be furnished to Landlord and of the agreement described that any assignee assume in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for writing all obligations of Lessee Tenant hereunder), and Lessor shall be including, without limitation, the obligation to only use the Demised Premises for the uses permitted to enforce hereunder. In the provisions event of this Lease directly against the undersigned Lessee and/or any assignee subletting or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Demised Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented toLandlord's consent is required, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee Tenant shall not permit any other person or entity to occupy the Leased Premises remain liable for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion of the Leased Premises to, (i) an entity into or with which Lessee is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in any such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of the named Lessee on the date of this Lease; (b) proof of such net worth satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunderTenant set forth herein. For the purposes of this paragraph, including "Common Control" shall be defined as the prohibition against further assignment and sublettingpercentage of shares, or the voting rights to said shares, which control the making of major corporate decisions.

SUBLETTING AND ASSIGNING. Except for any "Permitted Transfer" (as hereinafter defined in this Section), Lessee shall not assign or otherwise transfer this Lease or any interest herein, and shall not sublet the Leased Premises or any portion thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any portion thereof, without the prior express written consent of LessorLessor in each instance, which consent may shall not be withheld unreasonably withheld, delayed or conditioned. Without limitation, Lessor shall not be deemed unreasonable for withholding consent to a proposed assignment or sublease based on the creditworthiness of the proposed transferee, the current financial condition and fmancial history (if any) of the proposed transferee, the nature of the business proposed by Lessor such transferee to be conducted on the Leased Premises, and the need for alterations or improvements to be made to ready the Leased Premises for occupancy by such proposed transferee which are of an unusual nature not readily reusable by a future occupant of the Leased Premises for the Permitted Uses set forth in its sole and absolute discretionthis Lease. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest hereinherein without the express prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion; provided, however, that Lessee may pledge, mortgage or otherwise encumber Lessee's Personal Property (but not its interest in this Lease) without requiring Lessor's prior written consent provided that the rights of the holder of such pledge, mortgage or other encumbrance are subject to all of the terms of this Lease, including the provisions applicable to the timing and manner of removal of items from the Leased Premises and the repair or restoration of damage resulting therefrom. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any request for Lessor's consent to any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the Leased Premises, Lessee shall deliver to Lessor (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such proposed assignment or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any construction, as required under Section 1011), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Subject to the provisions of the last grammatical paragraph of this Section, in the event of (i) any proposed assignment of this Lease, or (ii) a proposed subletting of twenty (20%) or more of the Rentable Area or more of the Leased Premises for a term of three (3) years or more, Lessor reserves the right, in its discretion and at its sole option, to terminate this Lease as an alternative to granting its consent to such assignment or, in the case of a proposed subletting, to suspend this Lease with respect to the portion of the Leased Premises proposed to be so subleased for the term of the proposed sublease. Within thirty fourteen (3014) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents toconsents, withholds its consent, or withholds its consent toelects to terminate or suspend (as applicable) this Lease (or the applicable portion thereof). If Lessor elects to terminate or suspend (as applicable) this Lease (or the applicable portion thereof), the proposed assignment such termination or sublettingsuspension shall be effective thirty (30) days after Lessor gives notice to Lessee thereof. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt as and when received by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) together with free rent and other monetary inducements (at not greater than market rates for comparable subleases in the vicinity of the Building), all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion of the Leased Premises toto (each a "Permitted Transfer"), (i) an entity into or with which Lessee is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in any such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of the named Lessee on the date of this Lease; (b) proof of such net worth reasonable satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, ; and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and subletting.

SUBLETTING AND ASSIGNING. Lessee Tenant shall not assign this lease, or otherwise transfer this Lease allow it to be assigned, in whole or any interest hereinin part, and shall not by operation of law or otherwise, or mortgage or pledge the same, or sublet the Leased Premises or any portion thereofPremises, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any portion part thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the Premises, Lessee shall deliver to Lessor (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such proposed assignment or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any construction, as required under Section 10), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instanceLandlord, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit be unreasonable withheld, and in no event shall any such assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Landlord shall not collect any rents or other person payments from any party other than Tenant unless Tenant is in default under the terms of the Lease. Any collection by Landlord from any approved assignee or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, sublessee or any other written party on behalf of Tenant's account shall not be construed to constitute a novation or verbal arrangement, except in accordance with a release of Tenant from further performance of its obligations under this Lease. If the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled Tenant desires to assign this Lease to, or to enter into a sublease of sublet all or any portion part of the Leased Premises todemised Premises, (i) an entity into or with which Lessee is merged or consolidated, or to which substantially it shall submit all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled necessary information as may be required by Lessee or is under common control with Lessee, provided that in any such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, Landlord at least equal to the greater of sixty (160) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth days in advance of the named Lessee date on which Tenant desires to make such assignment or sublease, and shall submit a copy of the date proposed assignment or sublease. Within fifteen (15) days after Landlord's receipt of this Lease; (b) proof of such net worth satisfactory to Lessor Tenant's proposed assignment or sublease and the other information, Landlord shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and subletting.option to:

SUBLETTING AND ASSIGNING. Lessee 9.1 A. If Tenant shall not desire to assign or otherwise transfer this Lease or any interest herein, and shall not to sublet the Leased Demised Premises in whole or any portion thereofin part, or any right or privilege appurtenant thereto, or suffer or permit any other party Tenant shall submit to occupy or use the Leased Premises or any portion thereof, without the prior express Landlord a written request for Landlord's consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any to such assignment or subletting. If Lessee wishes to enter into an assignment , which request shall contain or sublease with respect to all or any portion of be accompanied by the Premises, Lessee shall deliver to Lessor following information: (i) a true the name and complete copy address of the proposed instrument containing all of assignee or subtenant; (ii) a description identifying the space to be assigned or sublet; (iii) the terms and conditions (financial and otherwise) of such the proposed assignment or sublease, subletting; (iiiv) a reasonably detailed description the nature and character of the business operations proposed to be conducted in of the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans subtenant and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such of its proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to use of the commencement of any construction, as required under Section 10), Demised Premises; and (v) a written agreement, in form current financial information and any other information as Landlord may reasonably approved by Lessor, between such request with respect to the proposed assignee or sublessee subtenant and Lessor in which such assignee the proposed assignment or sublessee agrees with Lessor subletting. Landlord shall have the option, to perform and observe all of the terms, covenants and conditions of this Lease. Within be exercised by notice given to Tenant within thirty (30) days after the later of (a) receipt of Tenant's request for consent or (b) receipt of such further information as Landlord may reasonably request pursuant to clause (v) above to require a surrender of the Demised Premises or the portion thereto involved as of a date to be specified in said notice (the "Termination Date") which shall not be earlier than one day before the effective date of the proposed assignment or subletting or later than sixty-one (61) days after said effective date, in which event Tenant shall vacate and surrender the Demised Premises or the portion thereto involved on or before the Termination Date and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions term of this Lease directly against shall end on the undersigned Lessee and/or any Termination Date as if that were the Expiration Date. Notwithstanding anything to the contrary contained in the foregoing, if Tenant wishes to assign or sublet, Tenant shall notify Landlord of its intention to do so (prior to identifying an assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or subleasesubtenant), then Lessee shall pay to Lessor as Additional Rent, within ten with the proposed effective date thereof (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis and in the case of a sublease covering less than all of partial sublet, identifying the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent space to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a subleasesublet). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, This notice shall be deemed to trigger Landlord's recapture right. If Landlord does not elect to recapture within thirty (30) days after Tenant's notice, then Tenant shall have six (6) months to enter into an agreement with a waiver of proposed assignee or subtenant, subject to the terms and provisions of this SectionArticle, an acceptance of such assignee or sublessee as a lessee hereunderand submit same to Landlord for approval, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease which approval shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment be unreasonably withheld or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Sectiondelayed. Notwithstanding the preceding provisions foregoing, if Landlord does elect to recapture hereunder within said thirty (30) day period, Tenant may within five (5) business days of this SectionLandlord's election rescind its request, without the necessity of obtaining Lessor's prior written consentand accordingly, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion of the Leased Premises to, (i) an entity into or with which Lessee is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that shall continue in any such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of the named Lessee on the date of this Lease; (b) proof of such net worth satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, full force and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and sublettingeffect.

SUBLETTING AND ASSIGNING. Lessee (a) Tenant shall not assign or otherwise transfer this Lease or any interest herein, and shall not sublet the Leased Premises or any portion thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any portion thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the Demised Premises, Lessee shall deliver to Lessor (i) a true and complete copy whether voluntarily or by operation of the proposed instrument containing all of the terms and conditions of such proposed assignment or subleaselaw, (ii) a reasonably detailed description of the business operations proposed without first obtaining Landlord’s prior written consent thereto, not to be conducted unreasonably withheld, conditioned or delayed. Tenant acknowledges that, without in any way limiting the Leased Premises foregoing, Landlord shall have the right to withhold its consent if, by such assignee way of example and not limitation, the reputation or sublessee, (iii) such financial information concerning such responsibility of a proposed assignee or sublessee as Lessor may reasonably requiresubtenant is unsatisfactory to Landlord, (iv) schematic plans and specifications if such subtenant’s or assignee’s business is not for any alterations which Lessee the Permitted Use or such assignee is otherwise not consonant with that of the other tenants of the Building or sublessee seeks would significantly increase the density of personnel use, if the proposed sublease or assignment is to make a tenant of the Building or to a prospect with whom Landlord is then negotiating or has recently negotiated, if the proposed sublease is advertised or otherwise publicly marketed for a rental rate less than the market rate then established by Landlord for space in connection with such proposed assignment the Building, or sublease (with complete plans and specifications to be submitted and approved prior to if Tenant is in Default in the commencement payment or performance of any constructionof its obligations hereunder. In addition, as required under Section 10)Tenant shall not mortgage, and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee pledge or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of hypothecate this Lease. Within thirty (30) days after receipt Any assignment, sublease, mortgage, pledge or hypothecation in violation of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period this Section shall be deemed to void at the option of Landlord and shall constitute Lessor's withholding its an immediate Default hereunder. Tenant shall not advertise or otherwise publicly market the Premises or any portion thereof for a rental rate less than the market rate then established by Landlord for space in the Building, however, provided Tenant has complied with the foregoing, Landlord’s consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion virtue of the Leased Premises to, (i) an entity into or with which Lessee fact that such sublease is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in any at a rental rate less than such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of the named Lessee on the date of this Lease; (b) proof of such net worth satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and sublettingmarket rate.

SUBLETTING AND ASSIGNING. Lessee shall not assign or otherwise transfer this Lease or any interest herein, and Tenant shall not sublet the Leased Premises or any portion thereof, nor allow the same to be used or any right or privilege appurtenant thereto, or suffer or permit occupied by any other party to occupy person or use the Leased Premises or any portion thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the Premises, Lessee shall deliver to Lessor (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such proposed assignment or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any constructionother use than herein specified, as required under Section 10), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor Landlord, such consent not to be unreasonably withheld or delayed in each instancethe case of a sublet of less than twenty-five percent (25%) of the total square footage of the total space in the Premises. However, which consent may be withheld by Lessor all such subtenants shall have credit at least equal to Tenant’s at the time this Lease is executed and engage in a use not objectionable to Landlord in its reasonable discretion. Any other assignment or sublease shall be subject to Landlord’s sole and absolute and absolute subjective discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions For purposes of this Section, without the necessity transfer of obtaining Lessor's prior written consent, Lessee shall be entitled to assign this Lease to, any majority interest in any corporation or to enter into partnership or a sublease of all or any substantial portion of the Leased Premises toassets of any entity, (i) an entity into or with which Lessee is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled Tenant, including any transfer by Lessee or is under common control with Lesseeoperation of law, provided that in any such event: (a) the successor shall be deemed to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of the named Lessee on the date be an assignment of this Lease; (b) proof . In the event Landlord consents to any assignment or sublease, the same shall not constitute a release of Tenant from the full performance of Tenant’s obligations under this Lease. In the event of any sublease or assignment, Tenant shall reimburse Landlord for all reasonable attorneys’ fees in connection with reviewing and/or drafting any appropriate documents to effect such an assignment of Tenant’s interests or a sublease hereunder. Notwithstanding any term or provision herein to the contrary, Tenant shall be permitted, without the consent of Landlord, to assign or sublet Tenant’s right, title and interest under this Lease to a subsidiary or affiliate of Tenant. In the event of such net worth satisfactory to Lessor a sublet or assignment, Tenant shall have been delivered to Lessor at least ten (10) days prior to the effective date remain liable for all of such transactionterms, rights, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and sublettingset forth herein.

SUBLETTING AND ASSIGNING. Lessee Tenant, without the prior written consent of Landlord, which consent shall not assign be unreasonably withheld, conditioned or otherwise transfer delayed, shall not assign, sublet, mortgage, hypothecate or suffer or permit any involuntary assignment, attachment or execution upon this Lease or any interest herein, and shall not herein or sublet the Leased Premises or any portion part thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use . In the Leased Premises or any portion thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the Premises, Lessee shall deliver to Lessor (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such proposed assignment or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement event of any construction, as required under Section 10), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee made with or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or subleaseLandlord’s consent, then Lessee Tenant nevertheless shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability remain liable for the performance of all of the terms, conditions and covenants of this Lease. Lessor's If Landlord gives its consent, it shall be a condition to effectiveness of the sublease or assignment that a fully executed copy thereof (in form and substance approved by Landlord) be delivered to Landlord, and that any assignee execute and deliver to Landlord an assumption of liability agreement in form satisfactory to Landlord, including an assumption by the assignee of all of the obligations of Tenant and the assignee’s ratification of and agreement to be bound by all the provisions, waivers, terms and conditions of this Lease. Consent to a subletting or assignment, in any one instance, shall not be deemed a consent to any further subletting or assignment. Tenant hereby collaterally grants, transfers and assigns to Landlord all rights, title and interest of Tenant in and to any existing or future subleases, together with all rents and other payments arising out of any such subleases, for the purpose of securing all payments of rent by Tenant and the performance of all of Tenant’s obligations under this Lease, provided that so long as no default shall exist under this Lease beyond any applicable grace period, Tenant shall have the right to collect, but not more than thirty (30) days prior to accrual, all rents and other sums due under any such sublease. Notwithstanding the foregoing, Landlord shall not withhold its consent to an assignment or sublease shall not relieve Lessee from the obligation subletting to an affiliate or subsidiary of obtaining the express consent of Lessor Tenant or to any modification of such assignment party resulting from a merger or sublease, consolidation with Tenant or any further assignment of its divisions, subsidiaries or sublease. In no event shall affiliates or to any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion of the Leased Premises to, (i) an entity into or with which Lessee is merged or consolidated, or to which that purchases substantially all of Lessee's stock or Tenant’s assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in any such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of the named Lessee on the date of this Lease; (b) proof of such net worth satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by assumes substantially all of the obligations of Lessee hereunder, including the prohibition against further assignment and sublettingTenant’s liabilities.

SUBLETTING AND ASSIGNING. Lessee Tenant shall not assign transfer, assign, sublet, enter into license or otherwise transfer concession agreements, encumber, change ownership of or hypothecate this Lease or any interest herein, and shall not sublet the Leased Premises or any portion thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any portion thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the Premises, Lessee shall deliver to Lessor (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such proposed assignment or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any construction, as required under Section 10), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute LessorTenant's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in and to the Leased Premises without the prior written consent of Lessor in each instanceLandlord, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee Landlord shall not permit unreasonably withhold or delay. Landlord shall not be unreasonable in withholding its consent to any other person assignment or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion subletting of the Leased Premises to, (i) an entity into or with which Lessee by Tenant if its refusal to consent is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided based upon its judgment that in any such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of either (1) the net worth quality of Lessee immediately prior to such mergermanagement of the assignee, consolidation or transfer, or (2) the net worth ability of assignee to comply with the named Lessee on the date terms of this Lease; , or (b3) proof financial soundness of assignee is materially worse than the Tenant at the time of such net worth satisfactory proposed assignment or subletting. Any attempted transfer, assignment, encumbrance, subletting, license or concession agreement, change of ownership or hypothecation without Landlord's written consent shall be void and confer no rights upon any third person and Landlord shall treat such third person as a trespasser. Any consent by Landlord to Lessor any assignment, subletting, license or concession shall have been delivered be upheld to Lessor at least ten (10) days prior apply only to the effective date specific transaction thereby authorized and shall not constitute a waiver of the necessity for such consent of any subsequent assignment, subletting, license or concession. If this Lease or any interest therein be assigned, or the Leased Premises or any part thereof be sublet or occupied by anyone other than Tenant without the Landlord's prior written consent having been obtained thereto, Landlord may nevertheless collect rent from the assignee, sublessee or occupant and apply the net amount collected to the rents herein reserved; but no assignment, subletting, occupancy or collection shall be deemed a waiver of the covenant herein against the assignment and subletting or the acceptance of the assignee, subtenant or occupancy as tenant hereunder, or constitute a release of Tenant from the further performance from the terms and provisions of this Lease. If this Lease or any interest of Tenant therein be assigned or if the whole or any part of the Leased Premises be sublet, after having obtained the Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant, and Tenant shall not be released therefrom in any manner, and upon such assignment or sublease the rent payable by Tenant set forth in Section 3 hereof shall be increased to equal the amounts of such transactionrent payable by Tenant's assignee or subtenant, and (c) but shall in no event be decreased from the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and sublettingamount set forth herein.

SUBLETTING AND ASSIGNING. Lessee Tenant shall not assign or otherwise transfer this Lease or any interest herein, and shall not sublet the Leased Premises or any portion thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any portion thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the PremisesDemised Premises without first obtaining Landlord’s prior written consent thereto, Lessee shall deliver to Lessor (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of which will not be unreasonably withheld, conditioned or delayed, but such proposed assignment or subleaseconsent, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by if given, will not release Tenant from its obligations hereunder nor will such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any construction, as required under Section 10), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its be a consent to such assignment any further subletting or sublettingassignment. If Lessor Landlord consents to any such proposed assignment subletting or sublettingassignment, then prior to such assignment or sublease becoming effective (and as it shall nevertheless be a condition precedent to the effectiveness thereof)thereof that a sublease or assignment instrument shall be executed and delivered to Landlord in form and substance reasonably satisfactory to Landlord, Lessee and that any assignee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described assume in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for writing all obligations of Lessee hereunder), and Lessor shall be permitted Tenant with respect to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent portion of the amount by which Demised Premised assigned (on a pro-rated basis in but not with respect to Tenant’s remaining rentable square footage within the case of a sublease covering less than all of the Leased Demised Premises) the consideration, rent, or other charges payable if any). Tenant acknowledges it is not permitted nor is it deemed reasonable to Lessee under such assignment assign or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion of the Leased Demised Premises toto an existing tenant or occupant of the Building and/or an affiliate thereof [the term affiliate means a corporation or other business entity that directly or indirectly controls, (i) an entity into or with which Lessee is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee by, or is under common control (as defined below) with Lesseesuch occupant], provided that in any such event: (a) nor is it reasonable to assume Landlord would permit the successor assignee to Lessee has have a net worth, computed financial standing and credit standing materially inferior to Tenant’s financial standing at the time of the proposed assignment. Each time Tenant requests Landlord to consent to an assignment of this Lease Assignor or Assignee shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to defray Landlord’s administrative costs, overhead and counsel fees in accordance connection with generally accepted accounting principles consistently appliedthe consideration, at least equal review and document preparation of any agreement, plus any payment(s) required to be made to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth Holder of the named Lessee on Security Documents (including but not limited to its administrative fee and any out of pocket legal expenses) in connection with the date consideration and review of any agreement pursuant to this Article 8; a copy of Landlord’s form of assignment/assumption of this Lease is attached here to as Exhibit “ G”; in the event the proposed assignment is not consummated for any or no reason, upon notification of such failure by Tenant Landlord shall credit Tenant’s rental account $1,500 of the $2,500 received and collected regarding any one request of Landlord to consent to an assignment of this Lease. Tenant agrees that such form is acceptable to Tenant, but Landlord acknowledges that an assignee may request (and be granted) reasonable non-material modifications, subject to Landlord’s then Holder(s) review/approval/consent rights pursuant to any Security Documents (the terms Holder and Security Documents are defined in Section 15 of this Lease). Tenant shall be responsible for the reimbursement of Landlord’s reasonable legal expenses in connection with the consideration, review and preparation of any “sublease” consent agreement pursuant to this Article 8; Landlord represents that currently (bas of November 2014) proof the legal expense to review and preparation of such net worth satisfactory to Lessor any “sublease” consent agreement does not exceed $500, per event. Tenant shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and sublettingnot mortgage or encumber this Lease.

SUBLETTING AND ASSIGNING. Lessee Tenant shall not assign assign, mortgage or otherwise transfer this Lease or any interest herein, and shall not sublet the Leased Premises or any portion thereof, or any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any portion thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to sublet all or any portion of the Demised Premises, Lessee whether voluntarily or by operation of law, without first obtaining Landlord’s prior written consent thereto, which consent shall deliver not be unreasonably be withheld. A transfer or sale by Tenant of a majority of the voting shares, partnership interests or other controlling interests in Tenant shall constitute an assignment of this Lease by Tenant and shall require Landlord’s prior written consent, which consent shall not be unreasonably withheld. If such consent is given, it will not release Tenant from its obligations hereunder and will not be deemed a consent to Lessor (i) any further subletting or assignment. If Landlord consents to any such subletting or assignment, it shall nevertheless be a true and complete condition to the effectiveness thereof that a fully executed copy of the proposed instrument containing all of the terms and conditions of such proposed assignment sublease or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any construction, as required under Section 10), and (v) a written agreementassignment, in form reasonably approved by Lessorand substance satisfactory to Landlord, between such proposed be furnished to Landlord and that any assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee assume in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure all obligations of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or sublettingTenant hereunder. If Lessor Landlord consents to such proposed any assignment or subletting, then prior Tenant shall pay to Landlord, as additional rent hereunder, 100% of any subrents, other sums or other economic consideration received by Tenant on account of such assignment or sublease becoming effective subletting (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for after deducting Tenant’s reasonable costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costssubletting) all amortized for these purposes over which exceed the term monthly rent payable by Tenant hereunder. The acceptance of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly rental from any assignee or sublessee, or failure so to collect such rent, other person shall not be deemed a waiver by Landlord of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee any provision hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or by license, concession, or any other written or verbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without the necessity of obtaining Lessor's prior written consent, Lessee shall be entitled to assign this Lease to, or to enter into a sublease of all or any portion of the Leased Premises to, (i) an entity into or with which Lessee is merged or consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in any such event: (a) the successor to Lessee has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of the named Lessee on the date of this Lease; (b) proof of such net worth satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction, and (c) in the case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the obligations of Lessee hereunder, including the prohibition against further assignment and subletting.