Common use of Assignment and Sublicensing Clause in Contracts

Assignment and Sublicensing. (a) Except as provided otherwise herein, none of the rights licensed hereunder is sublicensable, except that (i) Seller and Purchaser each may sublicense its Affiliates, provided that each such sublicensed Affiliate agrees to be bound and abide by the terms of this Agreement and that Seller or Purchaser, as the case may be, causes such Affiliate to do so; and (ii) Seller and Purchaser each may sublicense developers or joint ventures (but in any case only to the extent that any product from such outsourced development is used in its business only or for products as use or sold by Seller or Purchaser, as applicable), have-made manufacturers, distributors, customers and end users, in each case, in their respective capacities as such. For clarification purposes, such sublicenses may be transferred only in connection with a sale of all or substantially all of the assets of the sublicensee to which the sublicense relates, or otherwise in connection with a change of control, merger, reorganization, restructuring, spin-out or similar transaction. (b) Neither this Agreement nor any right or obligation under this Agreement is transferable (whether by assignment, merger, stock purchase, operation of law or otherwise, (any such transfer, a "Transfer")) in whole or in part by any Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld (it being understood that transfer to a competitor, would be a reasonable basis on which to withhold such consent), except that such transfers to an Affiliate of Seller or Purchaser, as applicable, shall be permissible without the need for consent. Neither Party may transfer this Agreement or any right or obligation under this Agreement to an Affiliate for the sole or material purpose of, or which transfer to an Affiliate has a material effect of, circumventing the transfer restriction contained in the preceding sentence. Notwithstanding the foregoing, Purchaser may Transfer this Agreement without the need for consent in connection with a sale of all or substantially all of the business to which this Agreement relates (or otherwise in connection with a stock purchase, merger, reorganization, restructuring or change of control or otherwise), so long as the sale does not result involve any of the entities listed in Schedule 9.17 to the Principal Agreement (the "Scheduled Entities") or their Affiliates. In the event that such a sale does involve any of the Scheduled Entities: (i) if the Transfer occurs in connection with the acquisition of Purchaser by one of the Scheduled Entities as a subsidiary, this Agreement may be transferred with the Purchaser without the need for consent and will remain in full force and effect so long as such Scheduled Entity confirms to Seller in writing that it will abide by the scope of the use of the C-Patents licensed to Purchaser as provided herein and will otherwise abide with the terms of this agreement (and that it will not transfer other business lines to Purchaser or otherwise attempt to circumvent the limitations on use of the C-Patents in this Agreement), and (ii) if the Transfer does not occur as set forth in (i), this Agreement will continue in full force in effect with respect to the entity to which this Agreement is transferred without the need for consent, except that the license granted in Section 3.3 will be reduced in its scope such that the license is only to use, make, have made, sell, offer for sale, import and service, and otherwise exploit and dispose of the products of the business existing or in planning as of three months prior to the execution of any agreement, consent, order or similar document which results in such Transfer , and natural successors of such products (such license, a "Reduced C License"). Further, without limiting the foregoing, Purchaser shall be entitled to transfer this Agreement without the need for consent in part(s) one time (but only one time) provided that any rights to C -Patents so transferred shall be limited to a Reduced C License but Purchaser's right with respect to the C-Patents shall be remain in effect as set forth herein and unaffected (even if otherwise purported to be transferred). (c) Notwithstanding the foregoing provisions (a) and (b) of this Section 9.3, all rights to Technical Information and Other IP licensed under this Agreement are freely sublicensable provided that such sublicensee is bound by confidentiality restrictions no less stringent than those set forth in Section 4.7.

Assignment and Sublicensing. (a) Except 4.1 Licensee shall not assign or in any manner transfer this Agreement or interest therein, or sublicense the License or any part thereof, or grant any license, concession or other right with regards to the License without the prior written consent of Licensor; and any such assignment shall make this agreement voidable at the option of Licensor. Consent by Licensor to one or more assignments shall not operate as provided otherwise hereina waiver of Licensor's rights as to any subsequent assignments and/or subassignments. Licensor hereby consents to the reorganization whereby Licensee's common stock will be exchanged for stock in Southborrough Ventures, none Inc., having the right to cast in excess of a majority of all votes entitled to be cast by shareholders of Southborrough Ventures, Inc. 4.2 If at any time during the primary term of this Agreement or any renewal or extension thereof, the person or persons who own or control, directly or indirectly, a majority of either the outstanding voting shares or all outstanding shares of capital stock of Licensee at the time of the execution of this Agreement (and/or Southborrough Ventures, Inc. after the stock exchange referenced in Paragraph 6.1) cease to own a majority of such shares or voting rights licensed hereunder is sublicensable(except as the result of transfers by devise or descent), except the loss of a majority of such shares or voting rights shall be deemed as assignment of this Agreement by Licensee and therefore subject in all respects to the provisions of Section 6.1 above. 4.3 Notwithstanding any assignment, Licensee shall at all times remain fully responsible and liable for the payment of the payments herein specified and for compliance with all of its other obligations under this Agreement (even if future assignments occur subsequent to the assignment by Licensee, and regardless of whether or not Licensor's approval has been obtained for such future assignments.) Moreover, in the event that the fees due and payable by a sublicensee (ior a combination of the fees payable under such subassignment plus any bonus or other consideration therefor or incident thereto) Seller and Purchaser each may sublicense its Affiliatesexceed the fees payable under this Agreement or if with respect to a permitted assignment, provided that each such sublicensed Affiliate agrees permitted license or other transfer by Licensee permitted by Licensor, the consideration payable to Licensee by the assignee, licensee or other transferee exceeds the fee payable under this Agreement, then Licensee shall be bound and abide obligated to pay Licensor all such excess fee and other excess consideration within ten (10) days following receipt thereof by the terms of this Agreement and that Seller Licensee from such assignee, licensee or Purchaserother transferee, as the case may be. Finally, causes such Affiliate to do so; and (ii) Seller and Purchaser each may sublicense developers or joint ventures (but in any case only event of assignment it is understood and agreed that all fees paid to the extent that Licensee by an assignee shall be received by Licensee in trust for Licensor, to be forwarded immediately to Licensor without offset or reduction of any product from such outsourced development is used in its business only or for products as use or sold by Seller or Purchaserkind. 4.4 Licensee shall not mortgage, as applicable), have-made manufacturers, distributors, customers and end users, in each case, in their respective capacities as such. For clarification purposes, such sublicenses may be transferred only in connection with a sale of all or substantially all of the assets of the sublicensee to which the sublicense relates, pledge or otherwise encumber its interest in connection with a change of control, merger, reorganization, restructuring, spin-out or similar transaction. (b) Neither this Agreement nor any right or obligation under this Agreement is transferable (whether by assignment, merger, stock purchase, operation of law or otherwise, (any such transfer, a "Transfer")) in whole or in part by any Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld (it being understood that transfer to a competitor, would be a reasonable basis on which to withhold such consent), except that such transfers to an Affiliate of Seller or Purchaser, as applicable, shall be permissible without the need for consent. Neither Party may transfer this Agreement or any right or obligation under in the License. 4.5 In the event of the transfer and assignment by Licensor's of its interest in this Agreement to an Affiliate a person expressly assuming Licensor's obligations under this Agreement, Licensor shall thereby be released from any further obligations hereunder, and Licensee agrees to look solely to such successor in interest of Licensor's for the sole or material purpose of, or which transfer performance of such obligations. Any security given by Licensee to an Affiliate has a material effect of, circumventing the transfer restriction contained in the preceding sentence. Notwithstanding the foregoing, Purchaser may Transfer this Agreement without the need for consent in connection with a sale secure performance of all or substantially all of the business to which this Agreement relates (or otherwise in connection with a stock purchase, merger, reorganization, restructuring or change of control or otherwise), so long as the sale does not result involve any of the entities listed in Schedule 9.17 to the Principal Agreement (the "Scheduled Entities") or their Affiliates. In the event that such a sale does involve any of the Scheduled Entities: (i) if the Transfer occurs in connection with the acquisition of Purchaser by one of the Scheduled Entities as a subsidiary, this Agreement Licensee's obligations hereunder may be assigned and transferred with the Purchaser without the need for consent and will remain by Licensor to such successor in full force and effect so long as such Scheduled Entity confirms to Seller in writing that it will abide by the scope of the use of the C-Patents licensed to Purchaser as provided herein and will otherwise abide with the terms of this agreement (and that it will not transfer other business lines to Purchaser or otherwise attempt to circumvent the limitations on use of the C-Patents in this Agreement)interest, and (ii) if the Transfer does not occur as set forth in (i), this Agreement will continue in full force in effect with respect to the entity to which this Agreement is transferred without the need for consent, except that the license granted in Section 3.3 will Licensor shall thereby be reduced in its scope such that the license is only to use, make, have made, sell, offer for sale, import and service, and otherwise exploit and dispose of the products of the business existing or in planning as of three months prior to the execution discharged of any agreement, consent, order or similar document which results in such Transfer , and natural successors of such products (such license, a "Reduced C License"). Further, without limiting the foregoing, Purchaser shall be entitled to transfer this Agreement without the need for consent in part(s) one time (but only one time) provided that any rights to C -Patents so transferred shall be limited to a Reduced C License but Purchaser's right with respect to the C-Patents shall be remain in effect as set forth herein and unaffected (even if otherwise purported to be transferred)further obligation relating thereto. (c) Notwithstanding the foregoing provisions (a) and (b) of this Section 9.3, all rights to Technical Information and Other IP licensed under this Agreement are freely sublicensable provided that such sublicensee is bound by confidentiality restrictions no less stringent than those set forth in Section 4.7.

Assignment and Sublicensing. (a) 13.1. This Agreement and each license granted herein is personal to Licensee and is for Licensee’s use only. Except as provided otherwise hereinallowed under Section 13.5 of this Agreement, none Licensee may not assign, delegate, transfer, or sell all or any portion of its rights, privileges and obligations under this Agreement without prior written consent of the City. Any purported assignment shall not become effective until the assignee has filed with the City an instrument, duly executed, reciting the fact of such assignment, the terms thereof, and denoting that the assignee agrees to comply with all of the provisions this Agreement. Any violation of this subsection will be grounds for termination of this Agreement. 13.2. The Parties agree and acknowledge that, notwithstanding anything in this Agreement to the contrary, certain Small Wireless Facilities deployed by Licensee in the ROW pursuant to this Agreement may be owned and/or operated by Licensee’s third-party wireless carrier customers (“Carriers”) and installed and maintained by Licensee pursuant to separate license agreements or similar arrangements between Licensee and such Carriers. In no event shall Licensee purport to grant a Carrier interest in City property or the ROW or any rights licensed hereunder is sublicensable, except or privileges that are greater than those granted to Licensee. Such Carrier Small Wireless Facilities shall be treated as Licensee’s own Small Wireless Facilities for all purposes under this Agreement such that (i1) Seller Licensee remains responsible and Purchaser each liable for all performance obligations under this Agreement with respect to such Small Wireless Facilities owned or operated by third-party Carriers; and (2) the City’s sole point of contact regarding such Small Wireless Facilities shall be Licensee. Except as contemplated by the Parties’ understanding that certain Small Wireless Facilities may sublicense be owned and/or operated by third-party Carriers, Licensee shall not assign, lease, sublicense, share with, convey, or resell to others any rights or privileges granted to Licensee under this Agreement. Any violation of this subsection will be grounds for termination of this Agreement. 13.3. Any assignment agreement entered into pursuant to this Section shall place the assignee into the same position of the assignor, such that all obligations and duties stemming from this Agreement and any amendments to this Agreement as may be agreed to from time to time, will remain in full effect against the assignee, as if the assignee were the original party to this Agreement. 13.4. Any non-permitted transfer or assignment of the right to install Licensee Poles or Small Wireless Facilities to Municipal Facilities shall be void and not merely voidable. City may, in its Affiliatessole discretion and in addition to all other lawful remedies available to the City under this Agreement or at law or equity, provided that each such sublicensed Affiliate agrees continue to be bound and abide by collect any fees owed from Licensee for any Licensed Locations throughout the terms of this Agreement. No cure or grace periods shall apply to any transfers or assignments consummated in violation of this Agreement and that Seller or Purchaser, as the case may be, causes such Affiliate to do so; and (ii) Seller and Purchaser each may sublicense developers or joint ventures (but in any case only to the extent that enforcement of any product from provisions of this Agreement against a non-permitted transferee or assignee. 13.5. Notwithstanding anything to the contrary contained in this Agreement, Licensee may, without obtaining the consent of City, assign this Agreement to (a) any Affiliate as long as such outsourced development is used an Affiliate has expertise in its business only the operation of Small Wireless Facilities, Licensee Poles, and the provision of Wireless Services; or for products as use or sold by Seller or Purchaser, as applicable), have-made manufacturers, distributors, customers and end users, in each case, in their respective capacities as such. For clarification purposes, such sublicenses may be transferred only in connection with a sale of (b) any entity acquiring all or substantially all of the assets of Licensee in the sublicensee to which the sublicense relatesmarket by way of merger, acquisition, or otherwise in connection with a change of control, merger, other business reorganization, restructuring, spin-out or similar transaction. (b) Neither this Agreement nor any right or obligation under this Agreement is transferable (whether by assignment, merger, stock purchase, operation of law or otherwise, (any such transfer, a "Transfer")) in whole or in part by any Party without the prior . Licensee shall give written consent of the other Party, which consent shall not be unreasonably withheld (it being understood that transfer to a competitor, would be a reasonable basis on which to withhold such consent), except that such transfers to an Affiliate of Seller or Purchaser, as applicable, shall be permissible without the need for consent. Neither Party may transfer this Agreement or any right or obligation under this Agreement to an Affiliate for the sole or material purpose of, or which transfer to an Affiliate has a material effect of, circumventing the transfer restriction contained in the preceding sentence. Notwithstanding the foregoing, Purchaser may Transfer this Agreement without the need for consent in connection with a sale of all or substantially all of the business to which this Agreement relates (or otherwise in connection with a stock purchase, merger, reorganization, restructuring or change of control or otherwise), so long as the sale does not result involve any of the entities listed in Schedule 9.17 notice to the Principal Agreement City thirty (the "Scheduled Entities"30) or their Affiliates. In the event that such a sale does involve days after any of the Scheduled Entities: (i) if the Transfer occurs in connection with the acquisition of Purchaser by one of the Scheduled Entities as a subsidiary, this Agreement may be transferred with the Purchaser without the need for consent and will remain in full force and effect so long as such Scheduled Entity confirms assignment pursuant to Seller in writing that it will abide by the scope of the use of the C-Patents licensed to Purchaser as provided herein and will otherwise abide with the terms of this agreement (and that it will not transfer other business lines to Purchaser or otherwise attempt to circumvent the limitations on use of the C-Patents in this Agreement), and (ii) if the Transfer does not occur as set forth in (i), this Agreement will continue in full force in effect with respect to the entity to which this Agreement is transferred without the need for consent, except that the license granted in Section 3.3 will be reduced in its scope such that the license is only to use, make, have made, sell, offer for sale, import and service, and otherwise exploit and dispose of the products of the business existing or in planning as of three months prior to the execution of any agreement, consent, order or similar document which results in such Transfer , and natural successors of such products (such license, a "Reduced C License"). Further, without limiting the foregoing, Purchaser shall be entitled to transfer this Agreement without the need for consent in part(s) one time (but only one time) provided that any rights to C -Patents so transferred shall be limited to a Reduced C License but Purchaser's right with respect to the C-Patents shall be remain in effect as set forth herein and unaffected (even if otherwise purported to be transferred). (c) Notwithstanding the foregoing provisions (a) and (b) of this Section 9.3, all rights to Technical Information and Other IP licensed under this Agreement are freely sublicensable provided that such sublicensee is bound by confidentiality restrictions no less stringent than those set forth in Section 4.713.5.