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(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively,
<br />"assign or assignment"). license orsubletall or any part al' Lessee's interest in this Lease or in the Premises without Lessor's prior
<br />written consent.
<br />(b) Unless Lessee is a corporation and its stock is publicly traded or, a national stock exchange, a change in (fie
<br />control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting
<br />control of Lessee shall constitute a change in control for this purpose
<br />(c) The involvement of Lessee or its assets in any transaction, or series of transactions by way of merger, sale.
<br />acquisition, financing. transfer, leveraged buy-out or otherwise. which results or will result in a reduction of the Net worth of Lessee
<br />by an amount greater than 25% of such Net worth as it was represented at the time of' the execution of [his Lease or at the time of the
<br />most recent assignment to which Lessor has consented, or as it exists immediately prior to said transnedon or transactions constituting
<br />such reduction., whichever was or is greater. shall be considered an ass'ienmert of this Lease to which Lessor may withhold its consent
<br />"Net Worth of Lessee" shall mean the net worth of Lessee (including any guarantors) established under generally accepted accounting
<br />principles
<br />(d) An assignment or subletting without consent shall, at Lessors option, be a Delauli curable alter notice per
<br />Paragraph 13.1(c), or a non -curable Breach without the necessity orally notice and grace period. Il Lessor elects to treat such unapproved
<br />assignment or subleuing as a non -curable Breach. Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase
<br />the monthly Base Rent to 1107, of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed
<br />and nun -fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted
<br />rent.
<br />(e) Lessee's remedy lir any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or
<br />injunctive relief'.
<br />M Lessor may reasonably withhold consent to a proposed assignment or subletting illessee is in Default at the
<br />time consent is requested.
<br />(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feat or less, to
<br />be used by a third party vendor in connection with (he installation ora vending machine orpayphonc shall not constitute asublettine.
<br />12.2 Terms and Conditions Applicable to Assignment and Subletting.
<br />(a) Regardless of Lessor's consent, no assignment or subleuing shall: (i) be effective without the express written
<br />assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee or any obligations hereunder,
<br />or (iii) alter the liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.
<br />(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending
<br />approval or disapproval of an assignment. Neither a delay in the approval or disapproval or such assignment nor the acceptance of
<br />Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach.
<br />(c) Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment
<br />or subletting.
<br />(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors
<br />or anyone else responsible for lite performance of Lessee's obligations under this Lease, including any assignee or sublessee, without
<br />First exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor.
<br />(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information
<br />relevant to Lessors determination as to the financial and operational responsibility and appropriateness of the proposed assignee or
<br />sublessee, including but not limited to the intended use and/or required modification or the Premises, if' any, together with a fee of
<br />51,000.00 as consideration for Lessors considering and processing said request. Lessee agrees to provide Lessor with such other or
<br />additional information and/or documentation as may be reasonably requested. (See also Paragraph 35)
<br />(f) Any assignee of, or sublessee under, this Lease shall, by reason oraccepting such assignment, entering into
<br />such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform
<br />and comply with each and every term, covenant, condition and obligation herein to be observed orperrormed by Lessee during the term
<br />of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment orsublease
<br />to which Lessor has specifically consented to in writing.
<br />(g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option
<br />granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing.
<br />12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any
<br />subletting by Lessee of all or any part of the Premises and shall be deemed to be included in all subleases under this Lease whether or
<br />not expressly incorporated therein:
<br />(a) Lessee hereby assigns and transfers to Lessor all 01' Lessee's interest in all Rent payable on any sublease, and
<br />Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a
<br />Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount
<br />collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by
<br />reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee
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<br />25E-16
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