Common use of Assignment by Tenant Clause in Contracts

Assignment by Tenant. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance which consent will not be unreasonably withheld. If the Tenant desires to assign this Lease or sublet all or any part of the demised premises, it shall first notify the Landlord of such desire in writing. The Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession of the portion of the premises proposed to be sublet or assigned. In such event the Tenant shall be released from its obligations under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up to the time of such vacating. If Landlord elects not to terminate the Lease, the Tenant shall have the right with Landlord's written consent, which will not be unreasonably withheld to sublet all or any portion of the Demised Premises to any unrelated subtenant who has a net worth in excess of two million ($2,000,000.00) dollars. If Tenant so assigns or sublets at a rate of rent and any other charges in excess of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet shall be only for the use permitted on this Lease. The Tenant shall remain liable on this Lease in the event of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the written consent of the Landlord. In the event that the Landlord grants such consent in writing to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory to Landlord. Notwithstanding the above, Tenant may sublease or assign all portions of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, Tenant may assign or sublet this Lease without Landlord's consent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease provided that (i) Tenant shall not be in default in the performance of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant. For the purposes hereof, "control" shall be deemed to mean direct or indirect ownership of not less than a majority of all of the voting stock of such corporation or a majority of the legal and equitable interest in any other business entities, or the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, Tenant shall remain fully liable for all of the terms and conditions contained herein.

Assignment by Tenant. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by othersnot, without the prior written consent of Landlord in each instance Landlord, which consent will shall not be unreasonably withheld. If the Tenant desires to , delayed or conditioned, (i) transfer, pledge, mortgage or assign this Lease or any interest hereunder; (ii) permit any assignment of this Lease by voluntary act, operation of law or otherwise; (iii) sublet all the Premises or any part thereof; or (iv) permit the regular use of the demised premises, it shall first notify the Landlord of such desire in writing. The Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession of the portion of the premises proposed to be sublet or assigned. In such event the Tenant shall be released from its obligations under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up to the time of such vacating. If Landlord elects not to terminate the Lease, the Tenant shall have the right with Landlord's written consent, which will not be unreasonably withheld to sublet all or Premises by any portion of the Demised Premises to any unrelated subtenant who has a net worth in excess of two million ($2,000,000.00) dollars. If Tenant so assigns or sublets at a rate of rent and any other charges in excess of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet shall be only for the use permitted on this Lease. The Tenant shall remain liable on this Lease in the event of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody parties other than Tenant, Landlord mayits affiliates, after default by Tenant, collect rent from the assignee, under-tenant or occupant, agents and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedemployees. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the seek such written consent of Landlord by a written request therefore delivered to Landlord at least thirty (30) days prior to such assignment or subletting. Tenant's notice shall include (i) all of the Landlordterms of the proposed assignment or sublease, (ii) the consideration therefor, and (iii) the name and address of the proposed assignee or subtenant. In the event that the Landlord grants such consent in writing to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart attach a true and complete copy of the instrument of proposed assignment or sublease to such notice. Tenant shall also provide to Landlord such additional information regarding such assignment or subletting as Landlord reasonably deems necessary. In making Landlord's determination as to whether to consent to any proposed sublease or to any proposed assignment of this Lease, it shall be reasonable for Landlord to take into consideration, without limitation by enumeration, the following factors: (i) the business reputation and credit worthiness of the proposed subtenant or assignee; (ii) the estimated increased pedestrian and vehicular traffic on the Premises and to the Facility which shall contain provisions regarding would be generated by the obligations proposed subtenant or assignee; and (iii) the proposed use to be made of such assignee or sublessee satisfactory to Landlordthe Premises. Notwithstanding the above, Tenant may sublease or assign all portions of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Leaseforegoing, Tenant may assign or sublet this Lease without Landlord's prior written consent or right and without release of Tenant from liability under this Lease to recapture to Digital Restaurant Solutionsany entity controlling, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of entity that acquires Tenant or Tenant's subsidiary that is the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part user of the Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease provided that (i) Tenant shall not be in default in the performance of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant. For the purposes hereof, "control" shall be deemed to mean direct or indirect ownership of not less than a majority of substantially all of the voting stock assets of such corporation Tenant or a majority Tenant's subsidiary that is the user of the legal and equitable interest in any other business entitiesPremises (collectively, or the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, a "Tenant shall remain fully liable for all of the terms and conditions contained hereinAffiliate").

Assignment by Tenant. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by othersnot, without obtaining the prior written consent of Landlord, assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublet the Premises or any part thereof. A change in the ownership of Tenant which results in a change in the control of Tenant shall be deemed to be an assignment within the meaning of this Section. Tenant shall by notice in writing advise Landlord in each instance which consent will not be unreasonably withheld. If the Tenant desires of any request to assign this Lease or to sublet all or any part of the demised premisesPremises. Tenant's notice shall include all of the terms of and consideration for the proposed assignment or sublease, it shall first notify the Landlord proposed effective date, the name and address of such desire in writingthe proposed assignee or subtenant and a true and complete copy of the proposed assignment or sublease and any other related agreements. The In the event of a proposed assignment of this Lease or a sublease of more than 30% of the floor area of the Building, Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession as of the portion of the premises proposed effective date stated in Tenant's notice by giving written notice thereof to be sublet or assigned. In such event the Tenant shall be released from its obligations under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up to the time of such vacatingwithin 30 days after Tenant's notice. If Landlord elects does not exercise such termination right, or if it is not applicable, Landlord will not unreasonably withhold its consent to terminate Tenant's proposed assignment or subletting to the Leaseparty identified in Tenant's notice. If Landlord consents to any such assignment or subletting, the Tenant shall have pay to Landlord any profit derived by Tenant from such assignment or subletting. Profit shall be deemed to include the right with Landlord's written consent, which will not be unreasonably withheld amount paid or payable to sublet Tenant to enter into any such transaction and the amount of all rent or any portion of other consideration payable by the Demised Premises to any unrelated subtenant who has a net worth in excess of two million ($2,000,000.00) dollars. If Tenant so assigns assignee or sublets at a rate of rent and any other charges sublessee in excess of the rate of rent and other charges being paid Rent payable by Tenant under this Lease, computed in the case of a partial sublease on a per square foot of rentable Building floor area basis. The profit due Landlord shall be paid to Landlord within 10 days after receipt thereof by Tenant. If Landlord shall consent to such assignment or sublease, no such consent shall be deemed a release of Tenant or any guarantor, each of whom shall continue to be jointly, severally, unconditionally and primarily liable for payment and performance of all obligations hereunder with the spaced involved, after deducting Tenantassignee or sublessee. Consent by Landlord to one assignment of this Lease or to one subletting shall not be a waiver of Landlord's subletting rights under this Section as to any subsequent assignment or subletting. Landlord's reasonable costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable without limitation attorney's fees, the Tenant shall pay Landlord 60% for review of such excess. Any such any assignment or sublet documentation shall be only for the use permitted on this Lease. The Tenant shall remain liable on this Lease in the event of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default paid by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the written consent of the Landlord. In the event that the Landlord grants such consent in writing to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory to Landlord. Notwithstanding the above, Tenant may sublease or assign all portions of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, Tenant may assign or sublet this Lease without Landlord's consent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease provided that (i) Tenant shall not be in default in the performance of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant. For the purposes hereof, "control" shall be deemed to mean direct or indirect ownership of not less than a majority of all of the voting stock of such corporation or a majority of the legal and equitable interest in any other business entities, or the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, Tenant shall remain fully liable for all of the terms and conditions contained herein.

Assignment by Tenant. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not voluntarily or by operation of law assign, mortgage transfer, mortgage, lease, sublet, grant, license or otherwise transfer or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance which consent will not be unreasonably withheld. If the Tenant desires to assign this Lease or sublet all or any part of the demised premises, it shall first notify the Landlord of such desire Tenant's interest in writing. The Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession or in the Premises, or permit the use or occupancy of the portion of the premises proposed to be sublet Premises or assigned. In such event the Tenant shall be released from its obligations under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up to the time of such vacating. If Landlord elects not to terminate the Leaseany part thereof by anyone other than Tenant, the Tenant shall have the right with without Landlord's prior written consent, which will consent may be withheld or conditioned in Landlord's sole and absolute discretion. Landlord agrees to not be unreasonably withheld withhold its consent in the event Tenant requests to sublet all under (a) or (b) below, provided that any proceeds payable to Tenant by reason of such subletting in excess of Rent due hereunder are paid to Landlord when due and provided that such entity agrees to otherwise fulfill the obligations of Tenant hereunder with respect to that portion of the Premises which are the subject of such subletting: (a) the entire Premises to an entity which on the effective date of such subletting satisfies the Financial Test (for purposes of applying the Financial Test such entity shall be treated as the proposed subtenant), and (b) any portion of the Demised Premises to any unrelated subtenant who has a net worth in excess of two million ($2,000,000.00) dollars. If Tenant so assigns or sublets at a rate of rent and any other charges in excess which is architecturally divisible from the balance of the rate Premises, provided that the aggregate portion of rent and other charges being paid by Tenant the Premises permitted to Landlord for be sublet under this subsection 12.1(b) does not exceed twenty percent (20%) of the spaced involved, after deducting Tenant's subletting costs, including square footage of the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excessPremises at any time. Any attempted assignment, transfer, mortgage, use, lease, occupancy, encumbrance or subletting without such assignment or sublet consent shall be only for the use permitted on this Lease. The Tenant void and shall remain liable on this Lease in the event constitute an Event of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingDefault. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the written consent of the Landlord. In the event that the Landlord grants furnishes such consent in writing to any such assignment, or underlettingconsent, Tenant shall provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory to Landlord. Notwithstanding the above, Tenant may sublease or assign pay all portions of the demised premises to a wholly-owned affiliate or subsidiary or costs incurred by Landlord in connection with a mergersuch consent, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, Tenant may assign or sublet this Lease without Landlordincluding attorney's consent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease provided that (i) Tenant shall not be in default in the performance of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant. For the purposes hereof, "control" shall be deemed to mean direct or indirect ownership of not less than a majority of all of the voting stock of such corporation or a majority of the legal and equitable interest in any other business entities, or the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, Tenant shall remain fully liable for all of the terms and conditions contained hereinfees.

Assignment by Tenant. (a) Tenant shall have the right, on notice to Landlord but without being required to obtain Landlord's consent, to assign Tenant's interest in this Lease to any corporation or other entity: (i) into or with which Tenant shall be merged or consolidated, provided (x) in the case of a corporate assignee, that such assignee shall have (immediately after such merger or consolidation) a net worth equal to not less than the assignor's net worth immediately preceding such assignment, and (y) in the case of an assignee which is a partnership or similar entity, that the aggregate net operating income of both Tenant and the entity into or with which Tenant shall be merged or consolidated, for the fiscal year immediately preceding such merger or consolidation, shall be equal to not less than two (2) times the then current Annual Rental due under this Lease; (ii) to which Tenant shall sell all or substantially all of Tenant's stock or assets, provided that the assignor Tenant and such assignee shall have (immediately after such sale) a combined net worth equal to not less than the assignor's net worth immediately preceding the assignment; and/or (iii) which controls, is controlled by, or is under common control with, Tenant, for itselfprovided that, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or in any part thereof to be used by others, without the prior written consent of Landlord in each instance which consent will not be unreasonably withheld. If the Tenant desires to assign this Lease or sublet all or any part of the demised premisesevents referred to in clauses (i), it (ii) and (iii) above, such merger, consolidation or transfer shall first notify be for a valid business purpose and not principally for the Landlord purpose of such desire in writingtransferring this Lease. The Landlord In all other instances, Tenant shall thereupon have the right to terminate assign this Lease, provided that Tenant shall have obtained the prior consent of Landlord thereto, which consent shall not be unreasonably withheld or unduly delayed, unless Landlord shall have the right to withhold its consent pursuant to the provisions of Subsection 16.01(c) below. Provided that Tenant's request for Landlord's consent to such proposed assignment shall state that Landlord shall be deemed to have granted such consent if Landlord does not respond to said request within ten (10) business days, then, if Landlord shall fail to consent to a proposed assignment or to notify Tenant in reasonable detail of Landlord's reasons for refusing to consent to any proposed assignment of this Lease within ten (10) business days after Tenant shall have requested such consent and retake possession furnished to Landlord the information and statement required pursuant to Subsection 16.01(c) below, then Landlord shall be deemed to have consented to such proposed assignment. For purposes of this Lease, without limiting the nature of what constitutes acceptable evidence, Landlord agrees that the certified statement of a certified public accountant (from a firm which shall be comprised of not less than twenty five (25) accountants) attesting to the "net worth" or the "net operating income" of the portion Tenant, assignee or subtenant, respectively, computed in accordance with generally accepted accounting principles, shall (except for the purpose of the premises proposed to be sublet or assigned. In such event the releasing assignor Tenant shall be released from its obligations under this Lease upon vacating hereunder in the premises and paying all sums due Landlord under this Lease up case of an assignment to the time of such vacating. If Landlord elects not to terminate the Lease, the Tenant shall have the right with Landlord's written consent, a person which will not be unreasonably withheld to sublet all or any portion of the Demised Premises to any unrelated subtenant who has a net worth of $300,000,000, as provided in excess of two million ($2,000,000.00Subsection 16.01(b) dollars. If Tenant so assigns or sublets at a rate of rent below) be deemed conclusive and any other charges in excess binding evidence of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet shall be only for the use permitted on this Lease. The Tenant shall remain liable on this Lease in the event of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the written consent of the Landlord. In the event that the Landlord grants such consent in writing to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory to Landlord. Notwithstanding the above, Tenant may sublease or assign all portions of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, Tenant may assign or sublet this Lease without Landlord's consent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease provided that (i) Tenant shall not be in default in the performance of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant. For the purposes hereof, "control" shall be deemed to mean direct or indirect ownership of not less than a majority of all of the voting stock of such corporation or a majority of the legal and equitable interest in any other business entities, or the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, Tenant shall remain fully liable for all of the terms and conditions contained hereinsame.

Assignment by Tenant. (a) Tenant acknowledges that Landlord has relied both on the business experience and creditworthiness of Tenant and upon the particular purposes for which Tenant intends to use the Properties in entering into this Lease. Any (i) assignment, sublease, transfer, conveyance, pledge or mortgage by Tenant, for itselfwhether voluntary or involuntary, its heirswhether by operation of Law or otherwise, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage of any part or encumber all of this agreement, nor underletLease, or suffer of any part or permit all of the demised premises leasehold estate created by this this Lease, or any part thereof interest herein, or (ii) any assignment, transfer, conveyance, pledge or mortgage of any stock, partnership, membership or other direct or indirect equity interests in Tenant, Guarantor or any Person or group of Persons controlling Tenant or Guarantor that results in a direct or indirect change of control of Tenant, whether voluntary or involuntary, whether by operation of law (for example, by merger) or otherwise, is defined in this Agreement as a “Transfer”. For purposes of this Article XV, “control” or “controlling” means shall mean, as applied to be used any Person or entity, the possession, directly or indirectly, of the power to direct the management and policies of that Person or entity, whether through ownership, voting control, by otherscontract or otherwise. Except as otherwise expressly provided in this Lease, no Transfer shall occur without the prior written consent of Landlord in each instance Landlord, which consent will not be unreasonably withheld. If the Tenant desires , conditioned or delayed by Landlord with respect to assign an assignment (but not a mortgage or pledge) of this Lease in its entirety by Tenant, considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Tenant’s obligations hereunder by undertakings enforceable by Landlord, and the transfer to or sublet procurement by the proposed assignee of all or any part necessary licenses and franchises in order to continue operating the Properties for the purposes herein provided, so long as Landlord is given at least 30 days prior written notice of such assignment accompanied by information about the proposed assignee (including financial statements of the demised premisesproposed assignee and its direct and indirect equity owners), it shall first notify the Landlord of such desire in writing. The Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession of the portion of the premises proposed to be sublet or assigned. In such event the Tenant shall be released from its obligations under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up to provided further that at the time of such vacatingassignment no Event of Default (assuming with the giving of notice or the passage of time) will occur and be continuing. If Landlord elects not to terminate At the Leasetime of any assignment of this Lease which is approved in writing by Landlord, the Tenant assignee shall have the right with Landlord's written consent, which will not be unreasonably withheld to sublet assume all or any portion of the Demised Premises to any unrelated subtenant who has a net worth in excess of two million ($2,000,000.00) dollars. If Tenant so assigns or sublets at a rate of rent and any other charges in excess of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet shall be only for the use permitted on this Lease. The Tenant shall remain liable on this Lease in the event of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the written consent of the Landlord. In the event that the Landlord grants such consent in writing to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory Tenant under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Landlord. Notwithstanding the aboveSuch assignment of this Lease shall not relieve Tenant or Guarantor of its obligations respecting this Lease unless otherwise agreed to by Landlord. Any consent to any Transfer shall not be deemed to be a consent to any subsequent Transfer. Any transfer, mortgage, assignment or pledge of this Lease by Tenant may sublease or assign all portions in violation of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, Tenant may assign or sublet this Lease without Landlord's consent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease provided that (i) Tenant shall not be in default in the performance of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant. For the purposes hereof, "control" shall be deemed to mean direct or indirect ownership of not less than a majority of all of the voting stock of such corporation or a majority of the legal and equitable interest in any other business entities, or the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, Tenant shall remain fully liable for all of the terms and conditions contained hereinvoid.

Assignment by Tenant. TenantExcept for Permitted Transfers, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assignassign or transfer this Lease or sublet any portion of the Premises, mortgage whether voluntarily or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by othersoperation of law, without the prior written consent approval of Landlord in each instance Landlord, which consent will approval shall not be unreasonably withheld, conditioned or delayed. If Landlord’s approval shall be granted if the following items are fulfilled: (a) the proposed assignee or subtenant is subject to all the terms, covenants and conditions of this Lease and agrees to assume the obligations of Tenant desires under this Lease; (b) the proposed assignee or subtenant and its guarantors as required by Landlord shall have a total financial worth that is equal to or greater than the financial worth of Tenant and reasonable evidence of this financial worth has been provided to Landlord or is publicly available; (c) the proposed assignee or subtenant is not negotiating with Landlord to lease space at other property owned Minnetonka, Minnesota by Landlord or any other entity that is related to or an affiliate of Landlord; (d) the proposed assignee or subtenant will not materially alter the operation and use of the Premises in the reasonable opinion of Landlord; (e) the use of the Premises by the proposed assignee or subtenant will not violate any then existing agreement affecting the Premises; (f) the proposed assignee or subtenant is not in default of any other lease or agreement with Landlord; (g) Tenant shall remain primarily responsible and liable for all obligations under this Lease; and (h) Tenant and the proposed assignee or subtenant shall execute an assignment or sublease reasonably acceptable to Landlord that incorporates the terms of this Section. Notwithstanding anything in this Lease to the contrary, the issuance, transfer or sale of stock in Tenant shall not be deemed an assignment or transfer of lease. Tenant shall provide Landlord with notice of any assignment or sublease prior to consummation (or for Permitted Transfers where confidentiality requirements prohibit advance notice, as soon as reasonably practicable thereafter). No lease assignment, sublease or other transfer by Tenant shall relieve assignor Tenant of its liability to Landlord under this Lease unless Landlord, in its sole discretion, agrees in writing to release Tenant from liability under this Lease. Tenant shall pay all reasonable attorneys’ fees incurred by Landlord with respect to any assignment or sublease, whether or not approved by Landlord, not to exceed $2,000. Notwithstanding the foregoing, Tenant may assign this Lease or sublet all or any part of the demised premises, it shall first notify the Landlord of such desire its interest in writing. The Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession of the portion of the premises proposed to be sublet or assigned. In such event the Tenant shall be released from its obligations under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up to the time of such vacating. If Landlord elects not to terminate the Lease, the Tenant shall have the right with Landlord's written consent, which will not be unreasonably withheld to sublet all or any portion of the Demised Premises to any unrelated subtenant who has a net worth in excess of two million ($2,000,000.00) dollars. If Tenant so assigns or sublets at a rate of rent and any other charges in excess of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet shall be only for the use permitted on this Lease. The Tenant shall remain liable on this Lease in the event of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the written consent of the Landlord. In the event that the Landlord grants such consent in writing to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory to Landlord. Notwithstanding the above, Tenant may sublease or assign all portions of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, Tenant may assign or sublet this Lease without Landlord's consent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the Premises for (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee”) without the written consent of Landlord, provided that the total financial worth of any of the purposes permitted to Tenant, proposed assignee or receive an assignment subtenant plus any guarantors of this Lease provided that (i) Tenant shall not be in default in the performance of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant. For the purposes hereof, "control" shall be deemed equal to mean direct or indirect ownership greater than the financial worth of not less than a majority Tenant and reasonable evidence of all of the voting stock of such corporation this financial worth has been provided to Landlord or a majority of the legal and equitable interest in any other business entities, or the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, Tenant shall remain fully liable for all of the terms and conditions contained herein.is publicly available:

Assignment by Tenant. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage mortgage, pledge, hypothecate or encumber otherwise transfer Tenant’s interest in or under this agreementLease, in whole or in part, nor underlet, or suffer sublet or permit the demised premises occupancy by any party other than Tenant of all or any part thereof to be used by othersof the Premises, without the prior written consent of Landlord in each instance instance, which consent will not may be unreasonably withheldgranted or withheld in Landlord’s sole discretion. If the Tenant desires to assign this Lease No assignment or sublet all or any part of the demised premises, it shall first notify the Landlord of such desire in writing. The Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession of the portion of the premises proposed to be sublet or assigned. In such event the subletting by Tenant shall be released from its obligations relieve Tenant of any obligation under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up Lease, including Tenant’s obligation to pay Rent hereunder. Any purported assignment or subletting contrary to the time of such vacating. If Landlord elects not to terminate the Lease, the Tenant shall have the right with Landlord's written consent, which will not be unreasonably withheld to sublet all or any portion of the Demised Premises to any unrelated subtenant who has a net worth in excess of two million ($2,000,000.00) dollars. If Tenant so assigns or sublets at a rate of rent and any other charges in excess of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet provisions hereof without consent shall be only for the use permitted on this Lease. The Tenant shall remain liable on this Lease in the event of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedvoid. The consent by Landlord to an any assignment or underletting subletting shall not in any wise be construed to relieve Tenant from obtaining constitute a waiver of the express necessity for such consent in writing of Landlord to any further subsequent assignment or underlettingsubletting. In the event that the As Additional Rent hereunder, Tenant shall reimburse Landlord for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting. If Tenant is a corporation, partnership or other entity and if at any time during the term of this lease the person or entity owning a transfer majority of either the outstanding voting rights or the outstanding ownership interests of Tenant at the time of the controlling stock interest execution of the Tenant shall not constitute an assignment of this lease requiring the written consent of the Landlord. In the event that the Landlord grants such consent in writing cease to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations own a majority of such assignee voting rights or sublessee satisfactory to Landlord. Notwithstanding the aboveownership interests or otherwise lose control, Tenant may sublease or assign all portions then such loss of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days majority of such event and provide Landlord with a copy of such sublease voting rights or assignment and Tenant shall continue ownership interests or control is deemed to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, Tenant may assign or sublet this Lease without Landlord's consent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the Premises for any of the purposes permitted to Tenant, or receive be an assignment of this Lease provided that (i) lease by Tenant shall and, therefore, subject in all respects to the provisions of this Section 12. The previous sentence does not be in default in apply, however, if at the performance time of any the execution of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignmentlease, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity corporation and the outstanding voting shares of Tenant. For the purposes hereof, "control" shall be deemed to mean direct or indirect ownership of not less than a majority of all of the voting capital stock of such corporation Tenant are listed on a recognized security exchange or a majority of the legal and equitable interest in any other business entities, or the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, Tenant shall remain fully liable for all of the terms and conditions contained hereinover-the-counter market.

Assignment by Tenant. TenantExcept as otherwise provided below for Permitted Transfers, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign(a) assign (whether directly or indirectly) or in any manner transfer or assign this Lease or any estate or interest therein; (b) allow this Lease to be assigned, in whole or in part, by operation of law; (c) mortgage or encumber this agreement, nor underlet, pledge the Lease; or suffer or permit (d) sublet the demised premises Property or any part thereof to without the prior written consent of Landlord, which consent shall not be used by othersunreasonably withheld, conditioned or delayed. Any purported assignment, mortgage, transfer, pledge, or sublease made without the prior written consent of Landlord shall be absolutely null and void. Tenant agrees to reimburse Landlord for Landlord’s reasonable attorney’s fees incurred in each instance conjunction with the processing and documentation of any such requested consent which consent will shall not be unreasonably withheldexceed $1,500.00. If Tenant shall also pay to Landlord a $1,000.00 administrative fee per sublease or assignment request. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments or sublettings. Notwithstanding any assignment or subletting to which Landlord may consent, Tenant shall at all times remain fully responsible and liable for the Tenant desires to assign this Lease or sublet all or any part payment of the demised premises, it shall first notify the Landlord Rent herein specified and for compliance with all of such desire in writing. The Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession of the portion of the premises proposed to be sublet or assigned. In such event the Tenant shall be released from its other obligations under this Lease upon vacating the premises and paying all sums due Landlord under Lease. No assignment of this Lease up shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any such documentation to Landlord, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the time event of such vacatingany termination of this Lease. If Landlord elects not The term “sublet” shall be deemed to terminate include the Leasegranting of licenses, the Tenant shall have the right with Landlord's written consentconcessions, which will not be unreasonably withheld to sublet all or and any other rights of occupancy of any portion of the Demised Premises Property. Notwithstanding anything herein to any unrelated subtenant who has a net worth in excess of two million the contrary, Tenant may sublet or rent ($2,000,000.00) dollars. If Tenant so assigns or sublets at a rate of rent and any other charges in excess of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet shall be only for permit the use permitted on this Lease. The Tenant shall remain liable on this Lease in or occupancy thereof) the event of such assignment Property or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assignedthe Building, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenantthereof, or assign this Lease without the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the prior written consent of the or prior notice to Landlord. In the event : (i) to an entity or person that the Landlord grants such consent in writing to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart has purchased substantially all of the instrument assets of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory to Landlord. Notwithstanding the above, Tenant may sublease or assign all portions of the demised premises Tenant; (ii) to a wholly-owned affiliate subsidiary, affiliate, entity or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, Tenant may assign or sublet this Lease without Landlord's consent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, person that directly or indirectly controlindirectly, are through one or more intermediaries, controls or is controlled by, or are is under common control with Tenant and has a tangible net worth equal to or any greater than the net worth of Tenant at the time of the above enumerated entities transfer; (herein referred to as a "Related Entity"iii) to sublet all or part of a surviving entity after merger, consolidation, non-bankruptcy reorganization (if the Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease surviving entity has a net worth as provided that (i) Tenant shall not be in default in the performance of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten above), or governmental action (10) days prior to collectively, a “Permitted Transfer” and each such subletting entity or assignmentperson, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant“Permitted Transferee”). For this Section 14.1, “control” (and its derivatives) means the purposes hereofpossession, "control" shall be deemed to mean direct directly or indirect ownership of not less than a majority of all of the voting stock of such corporation or a majority of the legal and equitable interest in any other business entitiesindirectly, or as trustee or executor, of the power to direct or cause the operation direction of the management and policies of a person, whether through ownership of voting equity interests, as trustee or management of such corporation or entityexecutor, by contract or credit arrangements or otherwise. Notwithstanding Tenant shall provide Landlord with notice of any assignment or subletPermitted Transfer and in the case of a non-bankruptcy reorganization the evidence of the net worth of the intended transferee, and updated insurance policies, within seven (7) days after any Permitted Transfer. Landlord shall look solely to the Permitted Transferee for the performance of Tenant’s obligations hereunder and Tenant, if not the surviving Permitted Transferee, shall be released. In the event of a Permitted Transfer and Tenant is not the surviving Permitted Transferee, Tenant shall remain fully liable for all within thirty (30) days of the effective date of the Permitted Transfer replace or substitute or cause the Permitted Transferee to issue a replacement Letter of Credit in compliance with the terms and conditions contained hereinhereof effective the date of the Permitted Transfer.

Assignment by Tenant. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber this agreementLease, or any right hereunder, nor underlet, or suffer or permit sublet the demised premises Leased Premises or any part thereof thereof, nor permit the Leased Premises to be used by others, others without the prior written consent of Landlord in each instance Landlord, which consent will shall not be unreasonably withheldwithheld or delayed; provided that any such consent may be conditional upon Tenant's agreement that, any monthly rent or other payment accruing to Tenant as the result of any such assignment, transfer or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, which is in excess of the Minimum Annual Rent and Additional Rent then payable by Tenant under the Lease shall be paid by Tenant to Landlord monthly as Additional Rent, excluding any reasonable expenses incurred by Tenant in connection with such assignment or subletting, e.g. legal fees and brokers' commissions. If Except as set forth herein, without prior written consent of Landlord, this Lease and the interest of Tenant, or any assignee of Tenant, shall not pass by operation of law, nor shall it be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by Tenant, or any assignee of Tenant. No assignment of this Lease, sublease of all or any portion of the Leased Premises, or collection of rent from an assignee or subtenant (whether or not permitted by Landlord) shall relieve Tenant desires of its obligations hereunder. Any reasonable costs and expenses, including reasonable attorneys' fees incurred by Landlord in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable to Landlord as Additional Rent within five (5) days of demand therefor. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord's prior written consent, to assign this Lease or sublet all or any part of the demised premises, it shall first notify the Landlord of such desire in writing. The Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession of the portion of the premises proposed to be sublet or assigned. In such event the Tenant shall be released from its obligations under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up to the time of such vacating. If Landlord elects not to terminate the Lease, the Tenant shall have the right with Landlord's written consent, which will not be unreasonably withheld to sublet all or any portion of the Demised Leased Premises to any unrelated subtenant who has a net worth in excess parent corporation of two million ($2,000,000.00) dollars. If Tenant so assigns or sublets at a rate of rent and any other charges in excess of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet shall be only for the use permitted on this Lease. The Tenant shall remain liable on this Lease in the event of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the written consent of the Landlord. In the event that the Landlord grants such consent in writing to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory to Landlord. Notwithstanding the above, Tenant may sublease or assign all portions of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, Tenant may assign or sublet this Lease without Landlord's consent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease provided that (i) Tenant shall not be in default in the performance to any subsidiary of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification parent corporation of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant. For subject to the purposes hereof, "control" shall be deemed to mean direct or indirect ownership of not less than a majority of all of the voting stock of such corporation or a majority of the legal and equitable interest in any other business entities, or the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, Tenant shall remain fully liable for all of the terms and conditions contained herein.following express conditions:

Assignment by Tenant. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber this agreementLease, or any right hereunder, nor underlet, or suffer or permit sublet the demised premises Leased Premises or any part thereof thereof, nor permit the Leased Premises to be used by othersothers without the prior written consent of Landlord, which consent shall be at Landlord's sole discretion. If Tenant is a corporation, unincorporated association or partnership, then the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership so as to result in a change of fifty percent (50%) or more in the ownership thereof by the person, persons or entities owning said entity as of the date of this Lease, without the prior written consent of Landlord in each instance (which consent will shall not be unreasonably withheldwithheld or delayed), shall be deemed an assignment made in breach of this covenant. If Landlord's consent in any specific instance to any assignment, mortgage, encumbrance, subletting or use of the Leased Premises and its collection and acceptance of rent from any such approved assignee, subtenant or other occupant shall neither constitute a waiver of the provisions of this paragraph, nor be construed as permission of any subsequent assignment, mortgage, encumbrance, subletting or use without compliance with this paragraph. Without the prior written consent of Landlord, this Lease and the interest of Tenant, or any assignee of Tenant, shall not pass by operation of law, nor shall it be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by Tenant, or any assignee of Tenant. No assignment of this Lease, sublease of all or any portion of the Leased Premises, or collection of rent from an assignee or subtenant (whether or not permitted by Landlord) shall relieve Tenant desires of its obligations hereunder. In the event that Landlord gives Tenant its written consent to assign, transfer, or sublet all or a portion of the Leased Premises to a third party which is unrelated to Tenant, any monthly rent or other payment accruing to Tenant as the result of any such assignment, transfer or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, which is in excess of the Minimum Annual Rent and Additional Rent then payable by Tenant under the Lease shall be paid by Tenant to Landlord monthly as Additional Rent, excluding any reasonable expenses incurred by Tenant in connection with such assignment or subletting, e.g. legal fees and brokers' commissions. Landlord may require a certificate from Tenant specifying the full amount of any such payment of whatsoever nature. Any reasonable costs and expenses, including reasonable attorneys' fees incurred by Landlord in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable to Landlord as Additional Rent within five (5) days of demand therefor. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord's prior written consent, to assign this Lease or sublet all or any part of the demised premises, it shall first notify the Landlord of such desire in writing. The Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession of the portion of the premises proposed to be sublet or assigned. In such event the Tenant shall be released from its obligations under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up to the time of such vacating. If Landlord elects not to terminate the Lease, the Tenant shall have the right with Landlord's written consent, which will not be unreasonably withheld to sublet all or any portion of the Demised Leased Premises to any unrelated subtenant who has a net worth in excess parent corporation of two million ($2,000,000.00) dollars. If Tenant so assigns or sublets at a rate of rent and any other charges in excess of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet shall be only for the use permitted on this Lease. The Tenant shall remain liable on this Lease in the event of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the written consent of the Landlord. In the event that the Landlord grants such consent in writing to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory to Landlord. Notwithstanding the above, Tenant may sublease or assign all portions of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, Tenant may assign or sublet this Lease without Landlord's consent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease provided that (i) Tenant shall not be in default in the performance to any subsidiary of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification parent corporation of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant. For subject to the purposes hereof, "control" shall be deemed to mean direct or indirect ownership of not less than a majority of all of the voting stock of such corporation or a majority of the legal and equitable interest in any other business entities, or the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, Tenant shall remain fully liable for all of the terms and conditions contained herein.following express conditions:

Assignment by Tenant. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage assign or in any manner transfer or encumber this agreementLease or the Leased Premises or any interest in or of the same, nor underlet, or suffer or permit the demised premises sublet all or any part thereof to be used of the Leased Premises, nor permit occupancy by othersanyone with, through or under it, without the prior previous written consent of Landlord in each instance which consent will not be unreasonably withheld. If the Tenant desires Consent by Landlord to assign one or more assignment of this Lease or sublet all to one or more subletting of the Leased Premises shall not operate as a waiver of Landlord's rights under this Section 27 to any subsequent assignment or subletting. This prohibition includes any subletting, assignment or transfer which would otherwise occur by operation of law. Notwithstanding the foregoing, Tenant may, without Landlord's consent, sublease the Leased Premises to any company owned and controlled by Tenant provided any such sublease shall be subject to the terms of this Lease and further provided that any sublease shall not relieve, limit or release Tenant from any liability to Landlord hereunder for the full and timely performance of this Lease. No assignment or subletting shall release Tenant or any part guarantor of the demised premises, it shall first notify the Landlord of such desire in writing. The Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession of the portion any of the premises proposed to be sublet or assigned. In such event the Tenant shall be released from its obligations under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up to the time or be construed or taken as a waiver of such vacating. If Landlord elects not to terminate the Lease, the Tenant shall have the right with any of Landlord's written consent, which will not be unreasonably withheld rights or remedies pursuant to sublet all or any portion of the Demised Premises to any unrelated subtenant who has a net worth in excess of two million ($2,000,000.00) dollars. If Tenant so assigns or sublets at a rate of rent and any other charges in excess of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet shall be only for the use permitted on this Lease. The Landlord and Tenant shall remain liable on this Lease in agree that the event absence of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assignedany one of the following factors, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the written consent of the Landlord. In the event that the Landlord grants such consent in writing to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory to Landlord. Notwithstanding the above, Tenant may sublease or assign all portions of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, Tenant may assign or sublet this Lease without Landlord's consent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease provided that (i) Tenant shall not be in default in the performance of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant. For the purposes hereof, "control" shall be deemed to mean direct or indirect ownership of not less than a majority of all of the voting stock of such corporation or a majority of the legal and equitable interest in any other business entitiesreasonable factor, or may be reasonable grounds for denying the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, Tenant shall remain fully liable for all of the terms and conditions contained herein.Tenant's request: