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Agreement Of Concent To Sublease

This consent to sublease is entered into as of [Date] by and among [Name] of [Address], a (state of incorporation) Company, hereinafter referred to as "Landlord", and [Name] of [Address], (state of incorporation) Company hereinafter referred to as "Sublessor", and [Name] of [Address], a (state of incorporation) Company, hereinafter referred to as "Sublessee".

RECITALS

Landlord entered into a lease with Sublessor dated [Date], which lease and all riders and amendments are in this consent to sublease called the "Master Lease," by which Landlord leased to Sublessor certain premises in the building known as [Enumerate];

Sublessor desires to sublet a portion of the premises covered by the Master Lease, consisting of approximately [--] rentable square metres of space (the "Premises"), to Sublessee and Sublessee desires to lease the Premises from Sublessor;

The terms of the Master Lease require the consent of Landlord to any subletting and Landlord has agreed to grant consent.

Landlord consents to the sublease of the Premises between Sublessor and Sublessee dated [date]; (the "Sublease"), a copy of which Sublease is attached hereto and made a part of this document marked as Exhibit "A," subject to the following terms and conditions:

1. The Sublease shall be subject and subordinate at all times to all of the covenants, agreements, terms, provisions and conditions of the Master Lease and of this Consent. Neither Sublessor nor Sublessee shall do or permit anything to be done in connection with the Sublease or Sublessee's occupancy of the Premises as defined in the Sublease which will violate the Master Lease or this Consent.

2. Sublessee will not, without prior written consent of Landlord in each instance, assign the Sublease or sublet the Premises or any part of them.

3. Sublessee agrees that no substantial alterations, additions or physical changes will be made in the Premises or any part of them without Landlord's prior written consent in each instance.

4. This Consent by Landlord shall not be in any way or manner a release of Sublessor from any and all obligations to be performed by Sublessor as the Lessee under the Master Lease. The parties agree that Landlord may, after a default by Sublessor under the Master Lease, collect all rents due and owing from Sublessee, and the collection of rents due shall not be a waiver of any rights and remedies of Landlord against Sublessor as the Lessee under the Master Lease.

5. Amendments of this agreement shall be by mutual consent of the parties only in writing.

6. Arbitration. Any disputes pertaining to said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.

7. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

8. Waiver Of Agreementual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

9. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

10. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise,

(a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and

(b) the word including means including without limitation.

11. Notwithstanding anything to the contrary contained in the Sublease, nothing contained in the Sublease, or contained in this Consent, shall enlarge or increase Landlord's obligations or liability under the Master Lease or otherwise, and in the event of a default in the Master Lease which results in a termination of the Master Lease, the Sublease and Sublessee's rights in the Premises shall also be terminated.

12. Upon the execution of this Consent and the Sublease, Sublessee agrees to be fully bound and obligated under all the terms and conditions of the Master Lease. This Consent by Landlord shall not bind Landlord to perform any of the obligations of Sublessor as may be provided in the Sublease.

13. This Consent shall not be changed orally but only by an agreement in writing signed by all parties.

14. Sublessor agrees to reimburse Landlord, upon demand, for expenses incurred in connection with Landlord's consent to the Sublease, including, without limitation, attorneys' fees incurred by Landlord.

15. Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with U.S. Mail. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:

If to the Landlord:
[name]
[street address]
[city, state, zip]

If to the Sublessor:
[name]
[street address]
[city, state, zip]

If to the Sublessee:
[name]
[street address]
[city, state, zip]

All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; (--) business days after deposit in U.S. Mail, postage prepaid, if mailed; when answered back, if faxed; and when receipt is acknowledge. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

16. Entire Agreement. This Agreement including any attachments is the entire agreement between the parties and there are no other promises or conditions in any other agreement whether oral or written.

17. This Agreement supersedes any prior written or oral agreements between the parties.

18. Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.

19. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.

20. Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.

21. Applicable Law. This Agreement shall be governed by the laws of the State of [State].

22. Time of The Essence. Time is the essence of this agreement.

IN WITNESS WHEREOF, the parties have executed this agreement and Consent to Sublease this day and year as first above written at [City], [State].

Signature(s)

[Name], Landlord

Signature(s)

[Name], Sublessor

Signature(s)

[Name], Sublessee

This Section for Notary:

Acknowledgment

STATE OF -------)

) ss: [date]

COUNTY OF ------)

On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

[signature]

[Name of Notary Public]

My commission expires: [date]

(Seal)