No Assignment or Subletting. Subtenant, for itself, its successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Sublease Agreement, nor sublet, nor suffer or permit the Subleased Premises or any part thereof to be used by others, without the prior written consent, not to be unreasonably withheld, conditioned or delayed of Sublandlord and the Prime Landlord in each instance and as may be permitted by the Prime Lease. If this Sublease Agreement is assigned, or if the Subleased Premises or any part thereof is sublet or occupied by any person, firm or corporation other than Subtenant, with the consent of Sublandlord and the Prime Landlord, Sublandlord may, after default by Subtenant, collect rent from the assignee, subtenant or occupant and apply the net amount collected to the rent and additional 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 occupant as tenant, or a release of Subtenant from the future performance by it of the covenants on the part of it herein contained. The consent by Sublandlord and the Prime Landlord to an assignment or a subletting shall not in any way be construed to relieve Subtenant from obtaining the express consent in writing of Sublandlord to any further assignment or subletting. If Sublandlord is required to pay Prime Landlord any sum in connection with any requested consent, Subtenant shall be responsible for paying such sum on behalf of Sublandlord.

ASSIGNMENT OR SUBLETTING. Without the written consent of Landlord first obtained in each case, Tenant shall not assign, transfer, mortgage, pledge, or otherwise encumber or dispose of this Lease or sublet the Leased Premises or any part thereof or permit the Leased Premises to be occupied by other persons, except that Tenant may, without Landlord’s consent, assign or transfer this Lease or sublease the Leased Premises or any part thereof to any affiliate or subsidiary of Tenant. Landlord's exercise of its consent shall be in its reasonable discretion. In furtherance thereof, in the case of a subletting, Landlord's consent may be predicated, among other things, upon Landlord becoming entitled to collect and retain all Rent and any other economic consideration payable under the sublease, and in the case of an assignment, Landlord's consent may be predicated, among other things, upon Landlord's right to require additional guaranties of payment and performance of the obligations of “Tenant” under this Lease, and further upon Landlord's becoming entitled to collect and retain one-half of any economic consideration for said assignment paid or payable by the prospective assignee to Tenant. Tenant shall pay all reasonable attorneys' fees and costs incurred by Landlord pursuant to this Section in connection with Landlord's review of any proposed assignment or sublease up to Two Thousand Five Hundred and No/100 Dollars ($2,500.00). If this Lease is assigned, or if the Leased Premises or any part thereof is subleased or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect or accept Rent from the assignee, subtenant, or occupant and apply the net amount collected or accepted to the Rent herein reserved, but no such collection or acceptance shall be deemed a waiver of this covenant or the acceptance of the assignee, subtenant, or occupant as Tenant, nor shall it be construed as, or implied to be, a release of Tenant or any guarantor of the Lease from the further observance and performance by Tenant of the terms, provisions, covenants and conditions herein contained.

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.

Assignment & Subletting. [Section 14.3] of the Original Lease is hereby amended to provide that for the purposes of calculating excess rents payable to Landlord in connection with any Assignment or Subletting for which Landlord grants consent, Tenant shall be entitled, as part of Tenant’s Costs, to deduct legal fees.

Assignment & Subletting. [Section 14.3] of the Original Lease is hereby amended to provide that for the purposes of calculating excess rents payable to Landlord in connection with any Assignment or Subletting for which Landlord grants consent, Tenant shall be entitled, as part of Tenant’s Costs, to deduct legal fees.

ASSIGNMENT; SUBLETTING. Notwithstanding anything to the contrary contained in the Lease, Landlord shall have no obligation to approve any assignment or sublease in which the proposed use of the Premises will be contrary to the sustainability goals and provisions in this Addendum. In addition to any and all other obligations in the Lease relating to assignment or subletting, Landlord’s consent to any proposed assignment or sublease is expressly conditioned on the proposed assignee or sublessee assuming, in writing, all of Tenant’s obligations in this Addendum.

Except as hereinafter expressly permitted, none of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly performed without Landlord’s prior written consent, not to be unreasonably withheld, conditioned, or delayed: # Tenant selling, hypothecating, assigning, pledging, encumbering or otherwise transferring its interest in this Lease or subletting all or a portion of the Premises, # a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange) or # the sale of all or substantially of Tenant’s assets. For purposes of the preceding sentence, “control” means # owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or # possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer, without Landlord’s prior written consent, Tenant’s interest in this Lease or the Premises or any part thereof to # any person that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Tenant, or # any successor resulting from an acquisition, merger, spin-off or consolidation (“Tenant’s Affiliate”); provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer of the type set forth in subsection # above has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant. For purposes of the immediately preceding sentence, “control” requires both # owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and # possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at a property owned by Landlord or an affiliate of Landlord.

Except as hereinafter expressly permitted, none of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly performed without Landlord’s prior written consent: # Tenant selling, hypothecating, assigning, pledging, encumbering or otherwise transferring its interest in this Lease or subletting all or a portion of the Premises, # a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange) or # the sale of all or substantially of Tenant’s assets. For purposes of the preceding sentence, “control” means # owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or # possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer, without Landlord’s prior written consent, Tenant’s interest in this Lease or the Premises or any part thereof to any person that # as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Tenant or # a successor entity to Tenant resulting from merger, consolidation, non-bankruptcy reorganization, or government action or # a purchaser of all or any significant portion of Tenant’s assets (“Tenant’s Affiliate”); provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant. For purposes of the immediately preceding sentence, “control” requires both # owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and # possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Hampshire Project or that is in active negotiations with Landlord or an affiliate of Landlord to lease premises at the Hampshire Project or a property owned by Landlord or an affiliate of Landlord in the Hampshire Project.

The Sublessee shall not assign this Sublease or sublet any portion of the Premises without prior written consent of the Sublessor. Consent to subleasing shall not be unreasonably withheld unless it is based upon refusal by the Owner to give consent, in the Owner’s sole judgment. Any such assignment or subletting without consent shall be void.

No Assignment or Subletting. Other than as set forth in the Prime Lease, Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor, which consent as to Sublessor shall not be unreasonably withheld, conditioned or delayed and as to Prime Lessor shall be granted or withheld in accordance with the terms and provisions of the Prime Lease.. In addition to the rights set forth in the Prime Lease, Sublessor may exercise any other remedies available at law or in equity. No subletting or assignment shall release Sublessee of Sublessee’s obligation or alter the primary liability of Sublessee to pay the Base Rent and Extra Rent and to perform all other obligations to be performed by Sublessee under the Sublease.