Rosetta Stone 2014 Annual Report Download - page 147

be required to obtain such insurance waiver if and to the extent Sublandlord has not done so for the benefit of Subtenant under the
Sublease.
9. 
(a) Sub-Subtenant shall have the right to assign, mortgage, pledge or otherwise encumber this Sub-Sublease or
any interest herein (including any assignment by operation of law), or sub-sublet all or any part of the Sub-Subleased Premises (any of
the foregoing, a ) without the prior written consent of either Sub-Sublandlord or Sublandlord, including, without limitation,
transfers to Permitted Transferees (hereinafter defined). No assignment or sub-subletting shall relieve Sub-Subtenant from primary
liability for all obligations of Sub-Subtenant under this Sub-Sublease, whether accruing before or after the date of such assignment or
sub-subletting. For purposes of this Sub-Sublease, the term “sublet” or “sub-sublet” shall be deemed to include the granting of any
rights of occupancy of any portion of the Sub-Subleased Premises. Any attempted transfer in violation of the requirements of this
Section 9 shall be null and void and of no force or effect.
(b) Except for transfers to Permitted Transferees, if Sub-Subtenant wishes to enter into a transfer, Sub-Subtenant
must provide not less than ten (10) days’ prior written notice thereof to Sub-Sublandlord, which notice shall include the proposed
effective date of such assignment or sublease, and in the case of a proposed sublease, shall specify the space to be sublet.
(c) The consent by Sub-Sublandlord to any transfer shall neither be construed as a waiver or release of Sub-
Subtenant from any covenant or obligation of Sub-Subtenant under this Sub-Sublease, nor as relieving Sub-Subtenant from giving
Sub-Sublandlord the aforesaid thirty (30) days notice of, or from obtaining the consent of Sub-Sublandlord as and in accordance with
subsection (a) above, to, any further transfer. The collection or acceptance of rent from any such transferee shall not constitute a waiver
or release of Sub-Subtenant from any covenant or obligation of Sub-Subtenant under this Sub-Sublease, except as expressly agreed by
Sub-Sublandlord in writing.
(d) Notwithstanding anything contained herein to the contrary, the Sub-Subleased Premises may be occupied by,
or subleased or assigned to, a Sub-Subtenant Affiliate, and such occupancy, assignment or sublease shall be permitted provided Sub-
Subtenant delivers notice thereof to Sub-Sublandlord prior to such occupancy, assignment or sublease and such Sub-Subtenant
Affiliate agrees in writing to assume all obligations of Sub-Subtenant under this Sub-Sublease. For purposes of this subparagraph, a
 shall mean an entity that, directly or indirectly Controls, is Controlled by, or is under common Control
with Sub-Subtenant. For purposes of this subparagraph,  shall mean ownership of sufficient stock or membership or
partnership interests of an entity to have voting control of such entity (such as ownership of 50% or more of the outstanding voting
stock of a corporation or of the outstanding membership, partnership or other similar interest if such entity is not a corporation).
Notwithstanding anything contained herein to the contrary, Sub-Subtenant may assign this Sub-Sublease to an entity with which Sub-
Subtenant merges, consolidates or which purchases all or substantially all of Sub-Subtenant’s stock or assets (a ) without
Sub-Sublandlord’s prior written approval. The term  shall mean a Sub-Subtenant Affiliate or Successor, and
the term  shall mean a transfer to Permitted Transferee in accordance with this Section 9(d). In the event of a
transfer to a Sub-Subtenant Affiliate, Sub-Subtenant shall not be released from any covenant or obligation of Sub-Subtenant under this
Sub-Sublease, but shall remain jointly and severally liable with Sub-Subtenant Affiliate for the performance of all covenants and
obligations hereunder. In the event of a transfer to a Successor, such Successor shall expressly assume all obligations of Sub-Subtenant
under this Sub-Sublease in writing.