Without Landlord's prior written consent (which shall not be unreasonably withheld, conditioned or delayed), Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises (each being a "Transfer") and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this Paragraph 17, a transfer of the ownership interests controlling Tenant shall not be deemed a Transfer of this Lease so long as Tenant is a publicly traded company. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof to (a "Permitted Transfer") # any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), # to any entity that purchases all or substantially all of Tenant's business, purchases all or substantially all of the assets of Tenant, or purchases all or substantially all of, or a majority or controlling share of, the stock, partnership interests or other membership interests of Tenant; or # to the surviving entity following a merger, consolidation or other reorganization of Tenant, without the prior written consent of Landlord; provided, however, Tenant shall provide at least ​ days written notice prior to assigning this Lease to, or entering into any sublease with, any Tenant Affiliate, and in the case of # above, the assignee must have a net worth (calculated in accordance with generally accepted accounting principles, consistently applied) greater than or equal to that of Tenant as of the date of this Lease. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any Transfer, other than to a Tenant Affiliate. Tenant acknowledges and agrees that Landlord may withhold its consent to any proposed assignment or subletting for any reasonable basis including, but not limited to: # Tenant is in default of this Lease; # the assignee or subtenant is unwilling to assume in writing all of Tenant's obligations hereunder; # the assignee or subtenant has a financial condition which is reasonably unsatisfactory to Landlord or Landlord's mortgagee; # the Premises will be used for different purposes than those set forth in Paragraph 3(a), or (v) the proposed assignee or subtenant or an affiliate thereof is an existing tenant in the Project or is or is currently party to a Letter of Intent with Landlord regarding space within the Project and Landlord has sufficient vacant space in the Project available to lease to said proposed assignee or subtenant.

Assignment and Subletting. Tenant may assign this Lease in its entirety or sublease all or any portion of the Premises without the consent of Landlord to # any entity resulting from a merger or consolidation with Tenant, # any entity succeeding to all or substantially all of the business and assets of Tenant, or # any company or professional corporation or association affiliated with, owned by, or under common corporate control with Tenant (each a “Permitted Transferee”); provided, however, that the financial capacity of the Permitted Transferee must be at least equal to that of the Tenant on the date of transfer and the transfer must not be effected by Tenant as a sham transaction or a means to circumvent the intent of this Section or adversely affect the liability of Tenant hereunder. Except as herein otherwise provided, Tenant may not assign or encumber this Lease or its interest in the Premises arising under this Lease, and may not sublet any part or all of the Premises without the prior consent of Landlord, which consent Landlord will not unreasonably withhold, or delay. For the purpose of the preceding sentence, the word “assign” will be defined and deemed to include the sale or other transfer of a controlling percentage (hereafter defined) of capital stock of Tenant other than to an affiliate or subsidiary or the sale of at least fifty-one percent (51%) of the value of the assets of Tenant. The phrase “controlling percentage” means the ownership of, and the right to vote, stock possessing at least fifty-one percent (51%) of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for the election of directors, or such lesser percentage as is required to provide actual control over the affairs of the corporation. Acceptance of Rent by Landlord after any non-permitted assignment will not constitute approval thereof by Landlord. Notwithstanding any contrary provision contained herein, in no event will any assignment by Tenant of all or any interest in this Lease or any subletting of all or any part of the Premises result in Tenant being released from its obligations hereunder.

Sublessee shall not, by operation of law or otherwise, assign, mortgage, pledge, encumber or in any manner transfer this Sublease, or any part thereof or any interest of Sublessee hereunder, or sublet or permit the Premises or any part thereof to be used or occupied by others, without the prior consent of both Sublessor and Prime Lessor. Sublessee shall comply with all of the terms and provisions of Section 11 of the Prime Lease with respect to any proposed assignment or sublease. Sublessor agrees that it shall not unreasonably withhold or delay its consent to any assignment or further sublease provided that Sublessor may withhold or condition its consent for any reason that Prime Lessor is permitted to withhold or condition its consent under Section 11 of the Prime Lease. Notwithstanding any such consent, Sublessee shall remain liable to Sublessor for the payment of all Base Rent and Additional Rent, and for the performance of the covenants and conditions of this Sublease (which liability, following any assignment, shall be joint and several with the assignee), and Guarantor shall continue to remain fully liable under the Guaranty (as defined below). Sublessee shall be obligated to pay to Sublessor all of Sublessor’s reasonable costs and expenses arising out of any request to further sublet or assign this Sublease, including without limitation, reasonable attorney’s fees.

Assignment and Subletting. Tenant shall not assign, sublet, license, or otherwise transfer (“Transfer”), whether voluntarily or involuntarily or by operation of law, the Premises or any part thereof without Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed; provided, however, Tenant agrees it shall be reasonable for Landlord to disapprove of a requested Transfer if # the financial condition of the proposed subtenant, assignee, or transferee is not satisfactory to Landlord, # the proposed subtenant, assignee, or transferee would subject the Building to a use that would # involve increased personnel or wear upon the Building, # violate any exclusive right granted to another tenant of the Building, # require any addition to or modification of the Premises in order to comply with Applicable Laws, # involve a violation of Section 12.1, or # involve the Premises in any objectionable purpose, or # the subtenant, assignee, or transferee is a governmental or quasi-governmental party or any party by whom any suit or action could be defended on the ground of sovereign immunity or diplomatic immunity. A “Transfer” shall be deemed to include any of the following: # the merger of Tenant with any other entity, # the transfer of any direct or indirect controlling or managing ownership or beneficial interest in Tenant, or # the assignment or transfer of a substantial portion of the assets of Tenant, whether or not located at the Premises. If Tenant desires to undertake a Transfer, Tenant shall give Landlord prior written notice thereof with copies of all related documents and agreements associated with the Transfer, including without limitation, the financial statements of any proposed assignee, subtenant, or transferee, at least forty-five (45) days prior to the anticipated effective date of the Transfer. Tenant shall pay Landlord’s reasonable attorneys’ and financial consultant’s fees incurred in the review of such documentation whether or not a Transfer is consummated or approval is granted. Landlord shall have a period of thirty (30) days following receipt of such notice and all related documents and agreements to notify Tenant in writing of Landlord’s approval or disapproval of the proposed Transfer. If Landlord fails to notify Tenant in writing of such election, Landlord shall be deemed to have disapproved such Transfer. This Lease may not be assigned by operation of law. Any purported assignment or subletting contrary to the provisions hereof shall be void and shall constitute an Event of Default hereunder.

Assignment and Subletting. Notwithstanding any other provision of this Lease.to the contrary, and except with respect to a transferee of a Permitted Transfer, Tenant shall not assign its rights to the parking passes or parking spaces or any interest therein, or sublease or otherwise allow the use of all or any part of the parking passes or parking spaces to or by any other person, except as part of an assignment of the Lease or sublease of the Premises to the extent the same are Permitted Transfers or otherwise approved by Landlord or otherwise with Landlord's and the Operator's prior written consent, which may be granted or withheld by Landlord or Operator in their sole discretion. In the event of any separate assignment or sublease of parking space rights that is approved by Landlord, Landlord shall be entitled to receive, as additional Rent hereunder, one hundred percent (100%) of any profit received by Tenant in connection with such assignment or sublease.

Except as provided below, Tenant shall not enter into nor permit any Transfer, whether voluntarily or involuntarily or by operation of law, without Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if Tenant is in default under this Lease beyond all applicable notice and cure periods. Notwithstanding the foregoing, Landlord’s consent shall not be required in the event of # any Transfer by Tenant to an Affiliate, provided that any such Affiliate not referenced in subsection # of the definition of “Affiliate” set forth in Exhibit A, has a tangible net worth at least equal to $50,000,000.00 as of the date of the Transfer as evidenced by current financial statements of such Affiliate certified by an officer of such Affiliate, or # any sublease of a portion of the Premises consisting of 10,000 rentable square feet or less (each, a “Permitted Transfer”); provided that the next 4 sentences of this Section 19 shall not apply to any such Permitted Transfer except Tenant shall

Assignment and Subletting. Tenant shall not assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or any interest herein or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant except as hereinafter provided, without Landlord’s prior written consent, which, subject to the terms and conditions of this [Subsection 6.2.1], shall not be unreasonably withheld, conditioned or delayed. Unless Tenant’s stock shall be traded or offered for trade (including in connection with an initial public offering) on a domestic national securities exchange, any transfer of the stock or partnership or beneficial interests or other evidences of ownership of Tenant or the issuance of additional stock or partnership or beneficial interests or other indicia of ownership in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another entity or pursuant to which all or substantially all of Tenant’s assets are transferred to any other entity shall be deemed to be an assignment of this Lease.

ASSIGNMENT AND SUBLETTING. Tenant shall not voluntarily, or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Sublease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, all without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person. Any assignment or subletting without consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Sublease. In the event that Landlord shall consent to a sublease or assignment hereunder, Tenant shall pay Landlord reasonable fees incurred in connection with the processing of documents necessary to giving of such consent.

Without [[Organization A:Organization]]'s prior written consent, which shall not be unreasonably withheld or delayed, Subtenant shall not enter into a Transfer. The term "Transfer" means any: # further sublease of all or part of the Subleased Premises, or assignment, or other conveyance of an interest in this Sublease either voluntarily or involuntarily or by operation of law; # use of the Subleased Premises with Subtenant's consent by anyone other than Subtenant, its employees, subsidiaries, customers or other invitees in the ordinary course of Subtenant's business; (iii)(intentionally omitted); # transfer of fifty-one percent (51%) or more of Subtenant's assets, shares, membership interests, partnership interests or other ownership interests; or # transfer of effective control of Subtenant. No Transfer shall release Subtenant from any Sublease obligation. [[Organization A:Organization]]'s acceptance of a payment from any person or entity other than Subtenant that occupies the Subleased Premises does not waive Subtenant's obligations under this Sublease. Notwithstanding any provision hereof, # in no event will any Transfer be made without Landlord's consent if such consent is required under the Lease, # Subtenant shall have no greater subleasing rights hereunder than [[Organization A:Organization]] has under the Lease, # Subtenant shall not enter into any agreement to use or occupy the Subleased Premises that provides for rent or other compensation based in whole or in part on the net income or profits from the business operated at the Subleased Premises, and # any Transfer shall be subject to the conditions, limitations and requirements set forth in [Article 18] of the Lease.

Tenant shall not assign, sublease, transfer, mortgage, pledge, encumber or otherwise transfer any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a "Transfer") without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any Transfer in violation of this [Section 11] shall, at Landlord's option, be deemed a Default by Tenant as described in [Section 18], and shall be voidable by Landlord. In no event shall any Transfer, release or relieve Tenant from any obligation under this Lease, and Tenant shall remain primarily liable for the performance of the tenant's obligations under this Lease, as amended from time to time.