Common use of Certain Transfers Clause in Contracts

Certain Transfers. (a) The provisions regarding Transfers of Securities contained in this Article II shall apply to all Stockholder Shares now owned or hereafter acquired by a Stockholder, including Stockholder Shares acquired by reason of original issuance, dividend, distribution, exchange, conversion and acquisition of outstanding Stockholder Shares from another Person, and such provisions shall apply to any Stockholder Shares obtained by a Stockholder upon the exercise, exchange or conversion of-any option, warrant or other derivative Security. (b) Except for Transfers that constitute a Public Sale and except for Permitted Transfers, no Stockholder shall Transfer any Stockholder Shares to a Person not already a party to this Agreement as a Stockholder unless and until (i) such Person executes and delivers to the Company a Joinder Agreement, pursuant to which such Person will thereupon become a party to, and be bound by and obligated to comply with the terms and provisions of, this Agreement, as a Stockholder hereunder and (ii) such Transfer is made after compliance with this Article II: (i) shares of Company Stock may not be Transferred by any Stockholder (other than FP pursuant to clauses (ii) and (iii) below), except to the extent the applicable shares are Transferred in accordance with Sections 2.3, 2.4, or 2.5. (ii) FP shall have the right to Transfer (in addition to any transfer that is a Permitted Transfer) up to 25% of the Series A Preferred Stock (or shares of Common Stock that are received upon the conversion of such shares) and 25% of the Common Stock help by FP on the date hereof and such Transfers shall not be subject to the provisions of Section 2.4, except with respect to ▇▇▇▇▇. (iii) at any time FP shall have the right to Transfer any shares of Company Stock held by its to its limited partners without such Transfers being subject to the provisions of Section 2.4 and such limited partners shall in no event be obligated to execute a Joinder Agreement or otherwise agree to be bound by the terms or provisions of this Agreement. (c) No Person who is not a Stockholder hereunder who acquires shares of Company Stock in a Public Sale which prior to such Public Sale constituted Stockholder Shares shall be permitted or required to execute a Joinder Agreement.

Certain Transfers. (aA) The provisions regarding Transfers of Securities contained Except with respect to a Permitted Transfer, if at any time Tenant’s interest in this Article II shall apply to all Stockholder Shares now owned or hereafter acquired Lease is held by a Stockholdercorporation, including Stockholder Shares acquired by reason trust, partnership, limited liability company or other entity, the transfer of original issuancea controlling interest of the voting stock, dividendbeneficial interests, distributionpartnership interests, membership interests or other ownership interests therein (whether at one time or in the aggregate) shall be deemed an assignment of this Lease, and shall require Landlord’s prior written consent as provided herein. For the purposes of the prior sentence, a “controlling interest” shall mean any transfer that results in the change (whether at one time or in the aggregate) in the effective control over the management of such entity. The foregoing provisions relating to a transfer in the controlling interest shall not be applicable if Tenant is a corporation and (1) its outstanding voting stock is listed on a recognized security exchange, conversion and acquisition or (2) at least eighty percent (80%) of outstanding Stockholder Shares from its voting stock is owned by another Personcorporation, and such provisions the voting stock of which is so listed. Notwithstanding anything to the contrary contained herein, an initial public offering of Tenant’s stock on a recognized security exchange shall apply to any Stockholder Shares obtained by not be considered a Stockholder upon the exercise, exchange or conversion of-any option, warrant or other derivative Securitytransfer under Section 20.4(A) requiring Landlord’s consent. (bB) Except for Transfers that constitute To enable Landlord to determine the ownership of Tenant, Tenant agrees to furnish to Landlord, from time to time promptly after Landlord’s request therefor, (1) if the last two sentences of Section 20.4(A) are applicable, proof of listing on a Public Sale recognized security exchange, or (2) if the last two sentences of Section 20.4(A) are not applicable, an accurate and except for Permitted Transferscomplete listing of the holders of its stock, no Stockholder beneficial interests, partnership interests, membership interests or other ownership interests therein as of such request and as of the date of this Lease. Landlord shall Transfer use reasonable efforts to keep confidential any Stockholder Shares to a Person not already a party information received by Landlord pursuant to this Agreement as a Stockholder unless and until (i) such Person executes and delivers to the Company a Joinder AgreementSection; provided, pursuant to which such Person will thereupon become a party tohowever, and be bound by and obligated to comply with the terms and provisions of, this Agreement, as a Stockholder hereunder and (ii) such Transfer is made after compliance with this Article II: (i) shares of Company Stock may not be Transferred by any Stockholder (other than FP pursuant to clauses (ii) and (iii) below), except to the extent the applicable shares are Transferred in accordance with Sections 2.3, 2.4, or 2.5. (ii) FP that Landlord shall have the right to disclose any such information to any Superior Lessor, Superior Mortgagee, prospective Superior Lessor, prospective mortgagee, or prospective purchaser subject to similar confidentiality requirements. (C) Notwithstanding any other provision of Section 20 to the contrary, Tenant may assign its interest in this Lease or sublet the Premises (1) to any entity controlling, controlled by, or under common control with Tenant, or (2) to any successor to Tenant by purchase, merger, consolidation or reorganization or sale of all of Tenant’s assets or a controlling interest in Tenant (each a “Permitted Transfer”) without the consent of Landlord; provided, however, that (a) there is not then occurring an Event of Default (or there is then occurring an event for which Landlord has given Tenant written notice, or for which Landlord gives Tenant written notice during the Review Period, that, with passage of time, would constitute an Event of Default) under this Lease; (b) if the proposed transferee is a successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or a controlling interest in Tenant, if the proposed transferee is a successor to Tenant by merger, consolidation or reorganization, the continuing or surviving entity shall own all or substantially all of the assets of Tenant’s business; (c) such proposed transferee shall have a Net Worth (as hereinafter defined) which is sufficient, in Landlord’s commercially reasonable opinion, to enable the proposed transferee to satisfy the obligations of Tenant under this Lease, as evidenced to Landlord’s reasonable satisfaction; (d) Tenant shall not be released from any obligation under this Lease or any liability hereunder; and (e) Tenant shall give Landlord written notice at least twenty (20) days prior to the effective date of the proposed transfer. As used herein, “Net Worth” shall be the tangible net worth of Tenant (excluding any guarantors) established under generally accepted accounting principles consistently applied. (D) In addition to the foregoing, it shall be a condition of the validity of any such Transfer (or Permitted Transfer) that the proposed transferee agrees directly with Landlord, in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the obligation to pay Rent and other amounts provided for under this Lease, the covenant regarding use and the covenant against further assignment and subletting. (E) If the Premises or any part thereof are sublet by Tenant, following the occurrence of an Event of Default, Landlord, in addition to any transfer other remedies provided hereunder or at law, may at its option collect directly from such subtenant(s) all rents becoming due to Tenant under such sublease(s) and apply such rent against any amounts due Landlord by Tenant under this Lease, and Tenant hereby irrevocably authorizes and directs such subtenant(s) to so make all such rent payments, if so directed by Landlord; and it is understood that is no such election or collection or payment shall be construed to constitute a Permitted Transfer) up novation of this Lease or a release of Tenant hereunder, or to 25% of create any lease or occupancy agreement between Landlord and such subtenant or impose any obligations on Landlord, or otherwise constitute the Series A Preferred Stock (or shares of Common Stock that are received upon the conversion recognition of such shares) and 25% of the Common Stock help sublease by FP on the date hereof and such Transfers shall not be subject to the provisions of Section 2.4, except with respect to ▇▇▇▇▇Landlord for any purpose whatsoever. (iii) at any time FP shall have the right to Transfer any shares of Company Stock held by its to its limited partners without such Transfers being subject to the provisions of Section 2.4 and such limited partners shall in no event be obligated to execute a Joinder Agreement or otherwise agree to be bound by the terms or provisions of this Agreement. (c) No Person who is not a Stockholder hereunder who acquires shares of Company Stock in a Public Sale which prior to such Public Sale constituted Stockholder Shares shall be permitted or required to execute a Joinder Agreement.

Certain Transfers. (a) The provisions regarding Transfers of Securities contained this Section 16.3(a) shall not be applicable so long as the Tenant is a corporation, the outstanding voting stock of which is listed on a recognized security exchange, or if at least eighty percent (80%) of its voting stock is owned by another corporation, the voting stock of which is so listed. If at any time Tenant’s interest in this Article II shall apply to all Stockholder Shares now owned or hereafter acquired Lease is held by a Stockholdercorporation, including Stockholder Shares acquired by reason trust, partnership, limited liability company or other entity, the transfer of original issuancemore than fifty-one percent (51%) (or such lesser percentage which results in a change in the control of Tenant) of the voting stock, dividendbeneficial interests, distributionpartnership interests, exchange, conversion and acquisition membership interests or other ownership interests therein (whether at one time or in the aggregate) shall be deemed an assignment of outstanding Stockholder Shares from another Personthis Lease, and shall require Landlord’s prior written consent, which consent shall not unreasonably with withheld, delayed or conditioned provided, however, it shall not be unreasonable for Landlord to withhold such provisions shall apply to approval for any Stockholder Shares obtained by a Stockholder upon of the exercise, exchange or conversion of-any option, warrant or other derivative Securityreasons set forth in Section 16.1(b). (b) Except for Transfers that constitute a Public Sale and except for Permitted TransfersTo enable Landlord to determine the ownership of Tenant, no Stockholder shall Transfer any Stockholder Shares Tenant agrees to a Person not already a party furnish to this Agreement as a Stockholder unless and until Landlord, from time to time promptly after Landlord’s request therefor, (i) such Person executes and delivers to if the Company first sentence of subsection 16.3(a) is applicable, proof of listing on a Joinder Agreementrecognized security exchange, pursuant to which such Person will thereupon become a party to, and be bound by and obligated to comply with the terms and provisions of, this Agreement, as a Stockholder hereunder and or (ii) if the first sentence of subsection 16.3(a) is not applicable, an accurate and complete listing of the holders of its stock, beneficial interests, partnership interests, membership interests or other ownership interests therein as of such Transfer is made after compliance with this Article II: (i) shares request and as of Company Stock may not be Transferred the Effective Date. Landlord shall use reasonable efforts to keep confidential any information received by any Stockholder (other than FP Landlord pursuant to clauses (ii) and (iii) belowthis Section 16.3(b), except to the extent the applicable shares are Transferred in accordance with Sections 2.3provided, 2.4however, or 2.5. (ii) FP that Landlord shall have the right to Transfer (in addition disclose any such information to any transfer that is a Permitted Transfer) up to 25% existing or prospective mortgagees, or prospective purchasers of the Series A Preferred Stock (or shares of Common Stock that are received upon the conversion of such shares) and 25% of the Common Stock help by FP on the date hereof and such Transfers shall not be subject to the provisions of Section 2.4, except with respect to ▇▇▇▇▇. (iii) at any time FP shall have the right to Transfer any shares of Company Stock held by its to its limited partners without such Transfers being subject to the provisions of Section 2.4 and such limited partners shall in no event be obligated to execute a Joinder Agreement or otherwise agree to be bound by the terms or provisions of this AgreementBuilding. (c) No Person who Notwithstanding any other provision of this Section, Landlord’s consent shall not be required, and Landlord shall not have the right to recapture pursuant to Section 16.2(b) above or to collect any excess rent pursuant to Section 16.2(c) above, with respect to the following (collectively, “Permitted Transfers” with such transferee thereunder a “Permitted Transferee”) transactions with an entity (i) into or with which Tenant is merged or consolidated, (ii) to which substantially all of Tenant’s assets, shares or membership or other interests are transferred as a going concern, or (iii) which controls or is controlled by Tenant or is under common control with Tenant. A Permitted Transfer shall not be deemed to be an assignment or subletting within the meaning of this Article 16, provided that in any of such events (1) Landlord receives reasonable prior written notice of any such transactions prior to if not restricted by applicable Legal Requirements but in such event no later than five (5) business days following such transaction, (2) the transferee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting, (3) in no event shall Tenant be released from its obligations under this Lease, (4) any such transfer or transaction is for a legitimate, regular business purpose of Tenant other than a transfer of Tenant’s interest in this Lease, and (5) the involvement by Tenant or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise) whether or not a Stockholder hereunder who acquires shares formal assignment or hypothecation of Company Stock this Lease or Tenant’s assets occurs, will not result in a Public Sale which reduction of the “Net Worth” of Tenant as hereinafter defined, by an amount equal to such Net Worth of Tenant as it is represented to Landlord at the time of the execution by Landlord of this Lease, or as it exists immediately prior to said transaction or transactions constituting such Public Sale constituted Stockholder Shares reduction, at whichever time said Net Worth of Tenant was or is greater. “Net Worth” of Tenant for purposes of this section shall be permitted or required to execute a Joinder Agreementthe tangible net worth of Tenant (excluding any guarantors) established under generally accepted accounting principles consistently applied (in constant 2021 dollars).

Certain Transfers. (a) The provisions regarding Transfers of Securities contained 5.3.1. If at any time Tenant’s interest in this Article II shall apply to all Stockholder Shares now owned or hereafter acquired Lease is held by a Stockholdercorporation, including Stockholder Shares acquired by reason trust, partnership, limited liability company or other entity, the transfer of original issuancemore than 50% of the voting stock, dividendbeneficial interests, distributionpartnership interests, membership interests or other ownership interests therein (whether at one time or in the aggregate) shall be deemed an assignment of this Lease, and shall require Landlord’s prior written consent. The foregoing provisions shall not be applicable so long as the Tenant is a corporation, the outstanding voting stock of which is listed on a recognized security exchange, conversion or if at least 80% of its voting stock is owned by another corporation, the voting stock of which is so listed. 5.3.2. Notwithstanding anything to the contrary in this Section 5, Tenant may assign this Lease without Landlord’s consent and acquisition of outstanding Stockholder Shares from another Personwithout extending any recapture or termination option to Landlord and without any obligation to share any rent or compensation paid to Tenant for such transfer, and such provisions shall apply to any Stockholder Shares obtained by a Stockholder upon the exercise, exchange or conversion of-any option, warrant corporation or other derivative Security. (b) Except for Transfers entity which controls, is controlled by or is under common control with Tenant, or to any corporation or other entity which resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all of the assets of Tenant’s business, provided that constitute a Public Sale and except for Permitted Transfers, no Stockholder shall Transfer any Stockholder Shares to a Person not already a party to this Agreement as a Stockholder unless and until (i) such Person executes the assignee assumes, in full and delivers to in writing, the Company a Joinder Agreementobligations of Tenant under this Lease, pursuant to which such Person will thereupon become a party to, and be bound by and obligated to comply with the terms and provisions of, this Agreement, as a Stockholder hereunder and (ii) any and all Tenant defaults are cured prior to such Transfer is made after compliance with this Article II: (i) shares of Company Stock may not be Transferred by any Stockholder (other than FP pursuant to clauses (ii) transfer and (iii) belowthe Permitted Use remains unchanged. (a “Permitted Transfer”). To enable Landlord to determine the ownership of ▇▇▇▇▇▇, except ▇▇▇▇▇▇ agrees to furnish to Landlord, from time to time promptly after ▇▇▇▇▇▇▇▇’s request therefor, (a) if the extent the applicable shares are Transferred in accordance with Sections 2.3last sentence of subsection 5.3.1 is applicable, 2.4proof of listing on a recognized security exchange, or 2.5. (iib) FP if the last sentence of subsection 5.3.1 is not applicable, an accurate and complete listing of the holders of its stock, beneficial interests, partnership interests, membership interests or other ownership interests therein as of such request and as of the date of this Lease. Landlord shall use reasonable efforts to keep confidential any information received by Landlord pursuant to this Section 5.3, provided, however, that Landlord shall have the right to Transfer (in addition disclose any such information to any transfer that is a Permitted Transfer) up to 25% existing or prospective mortgagees, or prospective purchasers of the Series A Preferred Stock (or shares of Common Stock that are received upon the conversion of such shares) and 25% of the Common Stock help by FP on the date hereof and such Transfers shall not be subject to the provisions of Section 2.4, except with respect to ▇▇▇▇▇Building. (iii) at any time FP shall have the right to Transfer any shares of Company Stock held by its to its limited partners without such Transfers being subject to the provisions of Section 2.4 and such limited partners shall in no event be obligated to execute a Joinder Agreement or otherwise agree to be bound by the terms or provisions of this Agreement. (c) No Person who is not a Stockholder hereunder who acquires shares of Company Stock in a Public Sale which prior to such Public Sale constituted Stockholder Shares shall be permitted or required to execute a Joinder Agreement.

Certain Transfers. (a) The provisions regarding Transfers of Securities contained 5.3.1. If at any time Tenant's interest in this Article II shall apply to all Stockholder Shares now owned or hereafter acquired Lease is held by a Stockholdercorporation, including Stockholder Shares acquired by reason trust, partnership, limited liability company or other entity, the transfer of original issuancemore than 25% of the voting stock, dividendbeneficial interests, distributionpartnership interests, membership interests or other ownership interests therein (whether at one time or in the aggregate) shall be deemed an assignment of this Lease, and shall require Landlord's prior written consent. The foregoing provisions shall not be applicable so long as the Tenant is a corporation, the outstanding voting stock of which is listed on a recognized security exchange, conversion and acquisition or if at least 80% of outstanding Stockholder Shares from its voting stock is owned by another Personcorporation, and such provisions shall apply to any Stockholder Shares obtained by a Stockholder upon the exercise, exchange or conversion of-any option, warrant or other derivative Securityvoting stock of which is so listed. (b) Except for Transfers that constitute a Public Sale and except for Permitted Transfers5.3.2. To enable Landlord to determine the ownership of Tenant, no Stockholder shall Transfer any Stockholder Shares Tenant agrees to a Person not already a party furnish to this Agreement as a Stockholder unless and until Landlord, from time to time promptly after Landlord's request therefor, (i) such Person executes and delivers to if the Company last sentence of subsection 5. 3.1 is applicable, proof of listing on a Joinder Agreementrecognized security exchange, pursuant to which such Person will thereupon become a party to, and be bound by and obligated to comply with the terms and provisions of, this Agreement, as a Stockholder hereunder and or (ii) if the last sentence of subsection 5.3.1 is not applicable, a certificate on which Landlord may rely from a duly authorized and knowledgeable officer of Tenant stating that there has been no transfer of more than 25% of the voting stock, beneficial interests, partnership interests, membership interests or other ownership interests of Tenant since the date of this Lease except for such Transfer is made after transfers in compliance with Article 5 of this Article II: (i) shares of Company Stock may not be Transferred Lease. Landlord shall use reasonable efforts to keep confidential any information received by any Stockholder (other than FP Landlord pursuant to clauses (ii) and (iii) below)this Section 5.3, except to the extent the applicable shares are Transferred in accordance with Sections 2.3provided, 2.4however, or 2.5. (ii) FP that Landlord shall have the right to Transfer (in addition disclose any such information to any transfer that is a Permitted Transfer) up to 25% existing or prospective mortgagees, or prospective purchasers of the Series A Preferred Stock Building. 5.3.3. Notwithstanding any other provision of this Section, transactions with an entity (i) into or shares with which Tenant is merged or consolidated, (ii) to which substantially all of Common Stock that Tenant's assets are received upon the conversion of such sharestransferred as a going concern, or (iii) and 25% of the Common Stock help which controls or is controlled by FP on the date hereof and such Transfers Tenant or is under common control with Tenant, shall not be subject deemed to be an assignment or subletting within the provisions meaning of Section 2.4this Section, except provided that in any of such events (1) Landlord receives prior written notice of any such transactions, (2) the assignee or subtenant agrees directly with respect Landlord, by written instrument in form satisfactory to ▇▇▇▇▇. (iii) at any time FP shall have the right to Transfer any shares of Company Stock held by its to its limited partners without such Transfers being subject to the provisions of Section 2.4 and such limited partners shall in no event be obligated to execute a Joinder Agreement or otherwise agree Landlord, to be bound by all the terms obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting, (3) in no event shall Tenant be released from its obligations under this Lease, (4) any such transfer or provisions transaction is for a legitimate, regular business purpose of Tenant other than a transfer of Tenant's interest in this Lease, and (5) the involvement by Tenant or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise) whether or not a formal assignment or hypothecation of this Agreement. (c) No Person who is Lease or Tenant's assets occurs, will not a Stockholder hereunder who acquires shares of Company Stock result in a Public Sale which reduction of the "Net Worth" of Tenant as hereinafter defined, by an amount equal to such Net Worth of Tenant as it is represented to Landlord at the time of the execution by Landlord of this Lease, or as it exists immediately prior to said transaction or transactions constituting such Public Sale constituted Stockholder Shares reduction, at whichever time said Net Worth of Tenant was or is greater. "Net Worth" of Tenant for purposes of this section shall be permitted or required to execute a Joinder Agreementthe net worth of Tenant (excluding any guarantors) established under generally accepted accounting principles consistently applied.

Certain Transfers. (a) The provisions regarding Transfers of Securities contained i. If at any time Tenant’s interest in this Article II shall apply to all Stockholder Shares now owned or hereafter acquired Lease is held by a Stockholdercorporation, including Stockholder Shares acquired by reason trust, partnership, limited liability company or other entity, the transfer of original issuancea controlling interest in or of the voting stock, dividendbeneficial interests, distributionpartnership interests, membership interests or other ownership interests therein (whether at one time or in the aggregate) shall be deemed an assignment of this Lease, and shall require Landlord’s prior written consent, which consent shall be subject to the standard set forth in Section 5.1.1 above. The foregoing provisions shall not be applicable so long as the Tenant is a corporation, the outstanding voting stock of which is listed on a recognized security exchange, conversion and acquisition or if at least 80% of outstanding Stockholder Shares from its voting stock is owned by another Personcorporation, and the voting stock of which is so listed. For the purposes hereof, a “controlling interest” shall mean any transfer that results in the change (whether at one time or in the aggregate) in the effective control over the management of such provisions shall apply to any Stockholder Shares obtained by a Stockholder upon the exercise, exchange or conversion of-any option, warrant or other derivative Securityentity. (b) Except for Transfers that constitute a Public Sale and except for Permitted Transfersii. To enable Landlord to determine the ownership of Tenant, no Stockholder shall Transfer any Stockholder Shares Tenant agrees to a Person not already a party furnish to this Agreement as a Stockholder unless and until Landlord, from time to time promptly after Landlord’s request therefor, (i) such Person executes and delivers if the next to the Company last sentence of subsection 5.3.1 if applicable, proof of listing on a Joinder Agreementrecognized security exchange, pursuant to which such Person will thereupon become a party to, and be bound by and obligated to comply with the terms and provisions of, this Agreement, as a Stockholder hereunder and or (ii) if the last sentence of subsection 5.3.1 is not applicable, an accurate and complete listing of the holders of its stock, beneficial interests, partnership interests, membership interests or other ownership interests therein as of such Transfer is made after compliance with request and as of the date of this Article II: (i) shares of Company Stock may not be Transferred Lease. Landlord shall use reasonable efforts to keep confidential any information received by any Stockholder (other than FP Landlord pursuant to clauses (ii) and (iii) below)this Section 5.3, except to the extent the applicable shares are Transferred in accordance with Sections 2.3provided, 2.4however, or 2.5. (ii) FP that Landlord shall have the right to Transfer (in addition disclose any such information to any transfer that is a Permitted Transfer) up to 25% existing or prospective mortgagees, or prospective purchasers of the Series A Preferred Stock Building. iii. Notwithstanding any other provision of this Section, transactions with an entity (i) into or shares with which Tenant is merged or consolidated, (ii) to which substantially all of Common Stock that Tenant’s assets are received upon the conversion of such sharestransferred as a going concern, or (iii) and 25% of the Common Stock help which controls or is controlled by FP on the date hereof and such Transfers Tenant or is under common control with Tenant, shall not be subject deemed to be an assignment or subletting within the provisions meaning of Section 2.4this Section, except provided that in any of such events (1) Landlord receives prior written notice of any such transactions, (2) the assignee or subtenant agrees directly with respect Landlord, by written instrument in form reasonably satisfactory to ▇▇▇▇▇. (iii) at any time FP shall have the right to Transfer any shares of Company Stock held by its to its limited partners without such Transfers being subject to the provisions of Section 2.4 and such limited partners shall in no event be obligated to execute a Joinder Agreement or otherwise agree Landlord, to be bound by all the terms obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting, (3) in no event shall Tenant be released from its obligations under this Lease, (4) any such transfer or provisions transaction is for a legitimate, regular business purpose of Tenant other than a transfer of Tenant’s interest in this Lease, and (5) the involvement by Tenant or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise) whether or not a formal assignment or hypothecation of this Agreement. (c) No Person who is Lease or Tenant’s assets occurs, will not a Stockholder hereunder who acquires shares of Company Stock result in a Public Sale which reduction of the “Net Worth” of Tenant (or its successor) as hereinafter defined, by an amount equal to such Net Worth of Tenant as it is represented to Landlord at the time of the execution by Landlord of this Lease, or as it exists immediately prior to said transaction or transactions constituting such Public Sale constituted Stockholder Shares reduction, at whichever time said Net Worth of Tenant was or is greater. “Net Worth” of Tenant for purposes of this section shall be permitted or required the net worth of Tenant (excluding any guarantors) established under generally accepted accounting principles consistently applied. The transactions described in this Section 5.3.3 are referred to execute a Joinder Agreementas “Permitted Transfers” and the assignees of such transactions are referred to as “Permitted Transferees”.

Certain Transfers. Employee hereby covenants with the Corporation not to make any sale of the shares of Common Stock underlying the Exchanged Securities under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (a) The provisions regarding Transfers whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and Employee acknowledges and agrees that such shares of Common Stock underlying the Exchanged Securities contained in this Article II shall apply are not transferable on the books of the Corporation unless the certificate submitted to all Stockholder Shares now owned or hereafter acquired the transfer agent evidencing the shares of Common Stock underlying the Exchanged Securities is accompanied by a Stockholder, including Stockholder Shares acquired by reason separate Employee’s Certificate of original issuance, dividend, distribution, exchange, conversion and acquisition of outstanding Stockholder Shares from another Person, and such provisions shall apply to any Stockholder Shares obtained by a Stockholder upon the exercise, exchange or conversion of-any option, warrant or other derivative Security. (b) Except for Transfers that constitute a Public Sale and except for Permitted Transfers, no Stockholder shall Transfer any Stockholder Shares to a Person not already a party to this Agreement as a Stockholder unless and until Subsequent Sale: (i) such Person executes and delivers to in the Company a Joinder Agreementform of Exhibit B hereto, pursuant to which such Person will thereupon become a party to, and be bound by and obligated to comply with the terms and provisions of, this Agreement, as a Stockholder hereunder and (ii) such Transfer is made after compliance with this Article II: (i) shares of Company Stock may not be Transferred executed by any Stockholder (other than FP pursuant to clauses (ii) Employee, and (iii) below), except to the extent effect that (A) the applicable shares are Transferred of Common Stock underlying the Exchanged Securities have been sold in accordance with Sections 2.3the Registration Statement, 2.4the Securities Act, and any applicable state securities or Blue Sky laws, and (B) the prospectus delivery requirement effectively has been satisfied. Employee acknowledges that there may occasionally be times when the Corporation must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Corporation and declared effective by the Commission, or 2.5. (ii) FP until such time as the Corporation has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Corporation’s prior written consent, which consent shall have not unreasonably be withheld or delayed, Employee shall not use any written materials to offer the right shares of Common Stock underlying the Exchanged Securities for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. Employee covenants that it will not sell any shares of Common Stock underlying the Exchanged Securities pursuant to Transfer (in addition to any transfer that is a Permitted Transfer) up to 25% said Prospectus during the period commencing at the time when the Corporation gives Employee written notice of the Series A Preferred suspension of the use of said Prospectus and ending at the time when the Corporation gives Employee written notice that Employee may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Corporation agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period longer than 120 days in the aggregate in any 12 month period. Employee further covenants to notify the Corporation promptly of the sale of all of its shares of Common Stock (underlying the Exchanged Securities. The term “Registration Statement” shall include any preliminary prospectus, final prospectus, free writing prospectus, exhibit, supplement, or amendment included in or relating to, and any document incorporated by reference in, the Registration Statement. At any time that Employee is an Affiliate of the Corporation, any resale of the Exchanged Securities or shares of Common Stock underlying the Exchanged Securities that are received upon purports to be effected under Rule 144 shall comply with all of the conversion requirements of such shares) and 25% rule, including the “manner of the Common Stock help by FP on the date hereof and such Transfers shall not be subject to the provisions of Section 2.4, except with respect to ▇▇▇▇▇sale” requirements set forth in Rule 144(f). (iii) at any time FP shall have the right to Transfer any shares of Company Stock held by its to its limited partners without such Transfers being subject to the provisions of Section 2.4 and such limited partners shall in no event be obligated to execute a Joinder Agreement or otherwise agree to be bound by the terms or provisions of this Agreement. (c) No Person who is not a Stockholder hereunder who acquires shares of Company Stock in a Public Sale which prior to such Public Sale constituted Stockholder Shares shall be permitted or required to execute a Joinder Agreement.

Certain Transfers. 5.3.1 If at any time Tenant’s interest in this Lease is held by a corporation, trust, partnership, limited liability company or other entity, the transfer of more than 25% of the voting stock, beneficial interests, partnership interests, membership interests or other ownership interests therein (whether at one time or in the aggregate) shall be deemed an assignment of this Lease, and shall require Landlord’s prior written consent. The foregoing provisions shall not be applicable so long as the Tenant is a corporation, the outstanding voting stock of which is listed on a recognized security exchange, or if at least 80% of its voting stock is owned by another corporation, the voting stock of which is so listed. 5.3.2 To enable Landlord to determine the ownership of Tenant, Tenant agrees to furnish to Landlord, from time to time promptly after Landlord’s request therefor, (a) The provisions regarding Transfers if the last sentence of Securities contained in this Article II shall apply to all Stockholder Shares now owned or hereafter acquired by subsection 5.3.1 is applicable, proof of listing on a Stockholder, including Stockholder Shares acquired by reason of original issuance, dividend, distribution, recognized security exchange, conversion and acquisition of outstanding Stockholder Shares from another Person, and such provisions shall apply to any Stockholder Shares obtained by a Stockholder upon the exercise, exchange or conversion of-any option, warrant or other derivative Security. (b) Except for Transfers that constitute a Public Sale if the last sentence of subsection 5.3.1 is not applicable, an accurate and except for Permitted Transferscomplete listing of the holders of its stock, no Stockholder beneficial interests, partnership interests, membership interests or other ownership interests therein as of such request and as of the date of this Lease. Landlord shall Transfer use reasonable efforts to keep confidential any Stockholder Shares to a Person not already a party information received by Landlord pursuant to this Agreement as a Stockholder unless and until (i) such Person executes and delivers to the Company a Joinder AgreementSection 5.3, pursuant to which such Person will thereupon become a party toprovided, and be bound by and obligated to comply with the terms and provisions ofhowever, this Agreement, as a Stockholder hereunder and (ii) such Transfer is made after compliance with this Article II: (i) shares of Company Stock may not be Transferred by any Stockholder (other than FP pursuant to clauses (ii) and (iii) below), except to the extent the applicable shares are Transferred in accordance with Sections 2.3, 2.4, or 2.5. (ii) FP that Landlord shall have the right to Transfer (in addition disclose any such information to any transfer that is a Permitted Transfer) up to 25% existing or prospective mortgagees, or prospective purchasers of the Series A Preferred Stock (or shares of Common Stock that are received upon the conversion of such shares) and 25% of the Common Stock help by FP on the date hereof and such Transfers shall not be subject to the provisions of Section 2.4Building, except with respect to ▇▇▇▇▇where required. (iii) at any time FP shall have the right to Transfer any shares of Company Stock held by its to its limited partners without such Transfers being subject to the provisions of Section 2.4 and such limited partners shall in no event be obligated to execute a Joinder Agreement or otherwise agree to be bound by the terms or provisions of this Agreement. (c) No Person who is not a Stockholder hereunder who acquires shares of Company Stock in a Public Sale which prior to such Public Sale constituted Stockholder Shares shall be permitted or required to execute a Joinder Agreement.