Common use of NO ASSIGNMENT BY LESSEE Clause in Contracts

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Subject to Section 14.02(b), Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of Law or otherwise, without the prior written consent of Lessor, which may not be unreasonably conditioned, delayed or withheld. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor, which shall not be unreasonably conditioned, delayed or withheld. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Lessor shall review and provide approval or reasons for withholding approval of an assignment within fifteen (15) days of Lessee’s request for approval. (b) Notwithstanding anything to the contrary contained in Section 14.02(a) above and provided that no Event of Default has occurred and is continuing and provided further that any assignee agrees to assume all of Lessee's obligations under this Lease and reaffirms all the representations and warranties contained herein, a Lessee entity shall have the right to assign or otherwise transfer its interest in, to and under this Lease without Lessor's consent to (i) an Affiliate of Lessee , or (ii) any entity which purchases or otherwise acquires all or substantially all of the assets or equity interest of such Lessee entity in a bona fide sale for fair market value. In no event shall Lessee shall be released from liability under this Lease without the prior written consent of Lessor.

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Subject to the provisions of Section 14.02(b)) below, Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein herein, or any interest in Lessee, whether by operation of Law law or otherwise, without the prior written consent of Lessor; provided, which may however, that so long as O’Charley’s Inc. (or any successor thereto) is a U.S. Publicly Traded Entity, any transfer of any outstanding equity interest of Lessee shall not be unreasonably conditionedconstitute an assignment, delayed transfer, conveyance, pledge or withheldmortgage of this Lease or any interest herein or any interest in Lessee, by operation of law or otherwise. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease the Properties pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor, which shall not be unreasonably conditioned, delayed or withheld. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Lessor shall review and provide approval or reasons for withholding approval of an assignment within fifteen (15) days of Lessee’s request for approval. (b) Notwithstanding anything to the contrary contained in this Section 14.02(a) above 14.02 and provided that no Event of Default has occurred and is continuing and provided further that any assignee agrees to assume all of Lessee's ’s obligations under this Lease and reaffirms all the representations and warranties contained hereinLease, a Lessee entity shall have the right to assign or otherwise transfer all, but not less than all, of its interest in, to and under this Lease without Lessor's ’s consent to (i) an Affiliate of Lessee Lessee, or (ii) any entity which purchases or otherwise acquires all or substantially all of the assets or equity interest of such Lessee entity in a bona fide sale for fair market value, or (iii) a Qualified Operator. A “Qualified Operator” shall mean a Person who, following the consummation of the assignment contemplated herein, (A) operates a minimum of three hundred (300) restaurants, two hundred (200) of which consist of a common regional or national restaurant brand, (B) has a CFCCR (defined below) of at least 1.75, (C) generates EBITDA (defined below) of at least $30,000,000 during a trailing twelve (12) month period, (D) has a Lease Adjusted Leverage (defined below) of no more than 4.50; and (E) has a tangible net worth as determined in accordance with GAAP in excess of $150,000,000 (each, a “Permitted Transfer”); provided, however, that Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or causing to be provided, a guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, in writing, which guaranty shall be from an entity that meets the requirements of (A), (B), (C), (D) and (E) set forth in this Section 14.02(b). In no the event shall that Lessee effects a Permitted Transfer pursuant to clause (iii), Lessee shall be released from any liability arising under this Lease from and after the date of such assignment. In the event that Lessee effects a Permitted Transfer pursuant to clauses (i) or (ii), Lessee shall not be released from liability under this Lease without the prior written consent of Lessor.Lease. For purposes hereof:

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Subject to Section 14.02(b), Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of Law or otherwise, without the prior written consent of Lessor, which may not be unreasonably conditioned, delayed or withheld. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee 24 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 0000/00-000 Xxxxxx under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor, which shall not be unreasonably conditioned, delayed or withheld. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Lessor shall review and provide approval or reasons for withholding approval of an assignment within fifteen (15) days of Lessee’s request for approval. (b) Notwithstanding anything to the contrary contained in Section 14.02(a) above and provided that no Event of Default has occurred and is continuing and provided further that any assignee agrees to assume all of Lessee's obligations under this Lease and reaffirms all the representations and warranties contained herein, a Lessee entity shall have the right to assign or otherwise transfer its interest in, to and under this Lease without Lessor's consent to (i) an Affiliate of Lessee , or (ii) any entity which purchases or otherwise acquires all or substantially all of the assets or equity interest of such Lessee entity in a bona fide sale for fair market value. In no event shall Lessee shall be released from liability under this Lease without the prior written consent of Lessor.

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Subject to Section 14.02(b), Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of Law law or otherwise, otherwise without the prior written consent of Lessor, which may consent will not be unreasonably conditionedwithheld, delayed considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Lessee’s obligations hereunder by undertakings enforceable by Lessor, and the transfer to or withheldprocurement of all necessary licenses and franchises to an assignee in order to continue operating the Properties for the purposes herein provided. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 the Properties shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor, which shall not be unreasonably conditioned, delayed or withheld. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Notwithstanding the foregoing, establishment of any new Affiliate of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall review be approved and provide consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder in writing (“Permitted Transfer”). Prior to any such Permitted Transfer, Lessee shall notify Lessor in writing and shall submit any information Lessor reasonably requires to make a determination regarding the creditworthiness of the proposed transferee and its experience in the operation of comparable businesses to the permitted use of the Properties. Lessor’s approval or reasons for withholding approval of an assignment shall be deemed granted if Lessor fails to respond within fifteen (15) days of Lessee’s request written notification in compliance with this section. If Lessor declines to approve, it shall state with particularity its grounds for approvalsuch determination. (b) Notwithstanding anything to the contrary contained in Section 14.02(a) above and provided that no Event of Default has occurred and is continuing and provided further that any assignee agrees to assume all of Lessee's obligations under this Lease and reaffirms all the representations and warranties contained herein, a Lessee entity shall have the right to assign or otherwise transfer its interest in, to and under this Lease without Lessor's consent to (i) an Affiliate of Lessee , or (ii) any entity which purchases or otherwise acquires all or substantially all of the assets or equity interest of such Lessee entity in a bona fide sale for fair market value. In no event shall Lessee shall be released from liability under this Lease without the prior written consent of Lessor.

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties Property in entering into this Lease. Subject to Section 14.02(b), Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of Law or otherwise, without the prior written consent of Lessor, which may not be unreasonably conditioned, delayed or withheld. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor, which shall not be unreasonably conditioned, delayed or withheld. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Lessor shall review and provide approval or reasons for withholding approval of an assignment within fifteen (15) days of Lessee’s request for approval. (b) Notwithstanding anything to the contrary contained in this Section 14.02(a) above 14.02 and provided that no Event of Default has occurred and is continuing at the time of the proposed assignment or other transfer, and provided further that any assignee agrees to assume all of Lessee's ’s obligations under this Lease and reaffirms all the representations and warranties contained hereinLease, a Lessee entity shall have the right to assign or otherwise transfer all, but not less than all, of its interest in, to and under this Lease without Lessor's ’s consent to (i) an Affiliate of Lessee Lessee, or (ii) any entity which purchases or otherwise acquires all or substantially all of the assets or equity interest of such Lessee entity in a bona fide sale for fair market value, or (iii) a Qualified Operator (each, a “Permitted Transfer”). A “Qualified Operator” shall mean a Person who, for two (2) consecutive years immediately prior to the date of the proposed assignment or transfer, (A) has a CFCCR (defined below) of at least 2.0x; (B) generates EBITDA (defined below) of at least $12,500,000.00, and (C) has a Lease Adjusted Leverage (defined below) of no more than 4.0x; provided, however, that Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or causing to be provided, a guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, in writing, which guaranty shall be from an entity that meets the requirements of (A), (B) and (C) set forth in this Section 14.02. In no the event shall that Lessee effects a Permitted Transfer pursuant to clause (iii), Lessee shall be released from any liability arising under this Lease from and after the date of such assignment and Guarantor shall be released from any liability arising under the Guaranty from and after the date of such assignment. In the event that Lessee effects a Permitted Transfer pursuant to clauses (i) or (ii), Lessee shall not be released from liability under this Lease without nor shall Guarantor be released from liability under the prior written consent of Lessor.Guaranty. For purposes hereof:

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties Property in entering into this Lease. Subject to Section 14.02(b), Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of Law or otherwise, without the prior written consent of Lessor, which may such consent not to be unreasonably conditionedwithheld, delayed conditioned or withhelddelayed. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor, which shall not be unreasonably conditioned, delayed or withheld. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Lessor shall review and provide approval or reasons for withholding approval of an assignment within fifteen (15) days of Lessee’s request for approval. (b) Notwithstanding anything to the contrary contained in this Section 14.02(a) above 14.02 and provided that no Event of Default has occurred and is continuing and provided further that any assignee agrees to assume all of Lessee's ’s obligations under this Lease and reaffirms all the representations and warranties contained hereinLease, a Lessee entity shall have the right to assign or otherwise transfer all, but not less than all, of its interest in, to and under this Lease without Lessor's ’s consent to (i) an Affiliate of Lessee Lessee, or (ii) any entity which purchases or otherwise acquires all or substantially all of the assets or equity interest of such Lessee entity in a bona fide sale for fair market value, or (iii) a Qualified Operator. A “Qualified Operator” shall mean a Person that: on a pro forma basis (i.e., following the consummation of the assignment contemplated herein): (A) has a CFCCR (defined below) of at least 3.0x, (B) generates EBITDA (defined below) of at least $12,000,000 during a trailing twelve (12) month period, (C) has a Lease Adjusted Leverage (defined below) of no more than 2.5x; and (D) has a tangible net worth as determined in accordance with GAAP in excess of $55,000,000 (each, a “Permitted Transfer”); provided, however, that Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or causing to be provided, a guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, in writing, which guaranty shall be from an entity that meets the requirements of (A) and (B) forth in this Section 14.02(b). In no the event shall that Lessee effects a Permitted Transfer pursuant to clause (iii), Lessee shall be released from any liability arising under this Lease from and after the date of such assignment. In the event that Lessee effects a Permitted Transfer pursuant to clauses (i) or (ii), Lessee shall not be released from liability under this Lease without the prior written consent of Lessor.Lease. For purposes hereof:

NO ASSIGNMENT BY LESSEE. (a%3) Lessee acknowledges that Lessor has relied both on Without the business experience prior written consent of Lessor, and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties except as provided in entering into this Lease. Subject to Section 14.02(b)) below (any one of the following, a “Consent-Needed Transaction”): (i) Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lesseetherein, whether by operation of Law law or otherwise, without in whole or in part; (ii) no Change in Control shall occur; (iii) no equity or ownership interest in Lessee shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of Lessee; and (iv) Lessee shall not sublet all or any part of the prior written consent of Lessor, which may not be unreasonably conditioned, delayed or withheldProperty. At the time of any No assignment of this Lease which is approved by Lessor, or subletting of the Property shall relieve Lessee of any of its obligations under this Lease. If Lessor and any assignee shall assume all of Lessee’s interest in this Lease modify or amend this Lease without Lessee’s consent so as to increase the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by LessorLessee, which Lessee’s liability shall not be unreasonably conditionedincreased, delayed but shall continue as it existed prior to the modification or withheldamendment. Any assignment, transfer, conveyance, pledge or mortgage in violation Renewals of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder any sublease previously approved shall not be deemed a consent to any subsequent assignmentrequire further approval. Lessor shall review approve or deny such request for consent as soon as practicable but no later than fifteen (15) days after receipt of Lessee’s notice to Lessor requesting consent together with all materials and provide approval or reasons for withholding any other information (and in such reasonable detail) as may be reasonably necessary to evaluate the proposed transaction and the affected parties. Lessor’s approval of an assignment any Consent-Needed Transaction shall be deemed to have been given if a request for approval is submitted to Lessor and Lessor does not respond by approving such proposed Consent-Needed Transaction or stating in reasonable details its objections to such proposed Consent-Needed Transaction within fifteen (15) days after Lessor’s receipt of such request for approval and all materials and information required by the immediately preceding sentence. Notwithstanding the foregoing, a mere change or conversion of Lessee’s request for approvalcorporate form (as an example and without limitation, a conversion from a corporation to a limited liability company or a change of Lessee’s state of formation), at any time or from time to time during the Term, shall be deemed not to be a Consent-Needed Transaction and Lessor shall have no right to consent to any such change or conversion. (ba) Notwithstanding anything to the contrary contained in this Section 14.02(a) above 14.02 and provided that no material Event of Default has occurred and is continuing and provided further that continuing, Lessee (or any assignee agrees to assume all Affiliate of Lessee's obligations under this Lease and reaffirms all the representations and warranties contained herein, a Lessee entity ) shall have the right to assign or otherwise transfer its interest inright, to and under this Lease without Lessor's consent ’s consent, at any one time or multiple times during the Lease Term, to (i) assign this Lease to an Affiliate of Lessee , or Lessee; (ii) any entity which purchases assign this Lease or otherwise acquires sublet the whole of the Property to a Permitted Transferee; (iii) sublet all or substantially all a portion of the assets or equity interest Property to a Person under the control of Lessee solely for the purpose of such Lessee entity obtaining a liquor license for the Restaurant; (iv) consummate a public offering of common stock or other equity interests of Lessee, or any direct or indirect controlling party of any of them (including any public offering of common stock or other equity interests of Lessee, or any direct or indirect controlling party of any of them that may result in a bona fide sale for fair market value. In no event shall Change in Control) on a nationally or regionally recognized exchange; (v) transfer, convey or pledge any interest in a Person that is a U.S. Publicly Traded Entity (including a transfer, conveyance or other transaction that results in the delisting of a U.S. Publicly Traded Entity), whether by operation of law or otherwise, (vi) assign or transfer this Lease to a Spinoff Entity notwithstanding that such assignment or transfer may result in a Change in Control; or (vii) sublease, license, or enter into a concession agreement, kiosk agreement or occupancy agreement of all or any part of the Property if the use contemplated under any such sublease, license, concession agreement, kiosk agreement or occupancy agreement does not breach the provisions of Section 8.01 hereof and the term of such sublease, license, concession agreement, kiosk agreement or occupancy agreement does not exceed the Lease Term, as the same may have been extended; provided that: (w) within thirty (30) days after Lessee’s entering into any permitted sublease, license, concession agreement, kiosk agreement or occupancy agreement, or assignment described in subsections (i) through (vi) of this Section 14.02(b), Lessee shall be released from liability provide Lessor with written notice thereof, together with a copy of the executed sublease, license, concession agreement, kiosk agreement or occupancy agreement, or assignment; (x) there are no material uncured Events of Default at the time of consummating any of the above transactions; (y) with respect to an assignment, the transferee of Lessee shall assume the terms, conditions and provisions of this Lease and (z) no assignment of this Lease or subletting of the Property shall relieve Lessee of any of its obligations under this Lease without Lease. For purposes of this Section 14.02(b), the prior written consent word “controlling” means having the possession, directly or indirectly, of Lessorthe power to direct or cause the direction of the management and policies of Lessee.

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on Without the business experience prior written consent of Lessor, and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties except as provided in entering into this Lease. Subject to Section 14.02(b)) below (any one of the following, a “Consent-Needed Transaction”): (i) Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lesseetherein, whether by operation of Law law or otherwise, without in whole or in part; (ii) no Change in Control shall occur; (iii) no equity or ownership interest in Lessee shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of Lessee; and (iv) Lessee shall not sublet all or any part of the prior written consent of Lessor, which may not be unreasonably conditioned, delayed or withheldProperty. At the time of any No assignment of this Lease which is approved by Lessor, or subletting of the Property shall relieve Lessee of any of its obligations under this Lease. If Lessor and any assignee shall assume all of Lessee’s interest in this Lease modify or amend this Lease without Lessee’s consent so as to increase the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by LessorLessee, which Lessee’s liability shall not be unreasonably conditionedincreased, delayed but shall continue as it existed prior to the modification or withheldamendment. Any assignment, transfer, conveyance, pledge or mortgage in violation Renewals of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder any sublease previously approved shall not be deemed a consent to any subsequent assignmentrequire further approval. Lessor shall review approve or deny such request for consent as soon as practicable but no later than fifteen (15) days after receipt of Lessee’s notice to Lessor requesting consent together with all materials and provide approval or reasons for withholding any other information (and in such reasonable detail) as may be reasonably necessary to evaluate the proposed transaction and the affected parties. Lessor’s approval of an assignment any Consent-Needed Transaction shall be deemed to have been given if a request for approval is submitted to Lessor and Lessor does not respond by approving such proposed Consent-Needed Transaction or stating in reasonable details its objections to such proposed Consent-Needed Transaction within fifteen (15) days after Lessor’s receipt of such request for approval and all materials and information required by the immediately preceding sentence. Notwithstanding the foregoing, a mere change or conversion of Lessee’s request for approval. corporate form (b) Notwithstanding anything as an example and without limitation, a conversion from a corporation to the contrary contained in Section 14.02(a) above and provided that no Event of Default has occurred and is continuing and provided further that any assignee agrees to assume all a limited liability company or a change of Lessee's obligations under this Lease ’s state of formation), at any time or from time to time during the Term, shall be deemed not to be a Consent-Needed Transaction and reaffirms all the representations and warranties contained herein, a Lessee entity Lessor shall have the no right to assign or otherwise transfer its interest in, to and under this Lease without Lessor's consent to (i) an Affiliate of Lessee , any such change or (ii) any entity which purchases or otherwise acquires all or substantially all of the assets or equity interest of such Lessee entity in a bona fide sale for fair market value. In no event shall Lessee shall be released from liability under this Lease without the prior written consent of Lessorconversion.

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on Without the business experience prior written consent of Lessor, and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties except as provided in entering into this Lease. Subject to Section 14.02(b)) below (any one of the following, a “Consent-Needed Transaction”): (i) Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lesseetherein, whether by operation of Law law or otherwise, without in whole or in part; (ii) no Change in Control shall occur; (iii) no equity or ownership interest in Lessee shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of Lessee; and (iv) Lessee shall not sublet all or any part of the prior written consent of Lessor, which may not be unreasonably conditioned, delayed or withheldProperty. At the time of any No assignment of this Lease which is approved by Lessor, or subletting of the Property shall relieve Lessee of any of its obligations under this Lease. If Lessor and any assignee shall assume all of Lessee’s interest in this Lease modify or amend this Lease without Lessee’s consent so as to increase the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by LessorLessee, which Lessee’s liability shall not be unreasonably conditionedincreased, delayed but shall continue as it existed prior to the modification or withheldamendment. Any assignment, transfer, conveyance, pledge or mortgage in violation Renewals of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder any sublease previously approved shall not be deemed a consent to any subsequent assignmentrequire further approval. Lessor shall review approve or deny such request for consent as soon as practicable but no later than fifteen (15) days after receipt of Lessee’s notice to Lessor requesting consent together with all materials and provide approval or reasons for withholding any other information (and in such reasonable detail) as may be reasonably necessary to evaluate the proposed transaction and the affected parties. Lessor’s approval of an assignment any Consent-Needed Transaction shall be deemed to have been given if a request for approval is submitted to Lessor and Lessor does not respond by approving such proposed Consent-Needed Transaction or stating in reasonable details its objections to such proposed Consent-Needed Transaction within fifteen (15) days after Lessor’s receipt of such request for approval and all materials and information required by the immediately preceding sentence. Notwithstanding the foregoing, a mere change or conversion of Lessee’s request for approvalcorporate form (as an example and without limitation, a conversion from a corporation to a limited liability company or a change of Lessee’s state of formation), at any time or from time to time during the Term, shall be deemed not to be a Consent-Needed Transaction and Lessor shall have no right to consent to any such change or conversion. (b) Notwithstanding anything to the contrary contained in this Section 14.02(a) above 14.02 and provided that no material Event of Default has occurred and is continuing and provided further that continuing, Lessee (or any assignee agrees to assume all Affiliate of Lessee's obligations under this Lease and reaffirms all the representations and warranties contained herein, a Lessee entity ) shall have the right to assign or otherwise transfer its interest inright, to and under this Lease without Lessor's consent ’s consent, at any one time or multiple times during the Lease Term, to (i) assign this Lease to an Affiliate of Lessee , or Lessee; (ii) any entity which purchases assign this Lease or otherwise acquires sublet the whole of the Property to a Permitted Transferee; (iii) sublet all or substantially all a portion of the assets or equity interest Property to a Person under the control of Lessee solely for the purpose of such Lessee entity obtaining a liquor license for the Restaurant; (iv) consummate a public offering of common stock or other equity interests of Lessee, or any direct or indirect controlling party of any of them (including any public offering of common stock or other equity interests of Lessee, or any direct or indirect controlling party of any of them that may result in a bona fide sale for fair market value. In no event shall Change in Control) on a nationally or regionally recognized exchange; (v) transfer, convey or pledge any interest in a Person that is a U.S. Publicly Traded Entity (including a transfer, conveyance or other transaction that results in the delisting of a U.S. Publicly Traded Entity), whether by operation of law or otherwise, (vi) assign or transfer this Lease to a Spinoff Entity notwithstanding that such assignment or transfer may result in a Change in Control; or (vii) sublease, license, or enter into a concession agreement, kiosk agreement or occupancy agreement of all or any part of the Property if the use contemplated under any such sublease, license, concession agreement, kiosk agreement or occupancy agreement does not breach the provisions of Section 8.01 hereof and the term of such sublease, license, concession agreement, kiosk agreement or occupancy agreement does not exceed the Lease Term, as the same may have been extended; provided that: (w) within thirty (30) days after Lessee’s entering into any permitted sublease, license, concession agreement, kiosk agreement or occupancy agreement, or assignment described in subsections (i) through (vi) of this Section 14.02(b), Lessee shall be released from liability provide Lessor with written notice thereof, together with a copy of the executed sublease, license, concession agreement, kiosk agreement or occupancy agreement, or assignment; (x) there are no material uncured Events of Default at the time of consummating any of the above transactions; (y) with respect to an assignment, the transferee of Lessee shall assume the terms, conditions and provisions of this Lease and (z) no assignment of this Lease or subletting of the Property shall relieve Lessee of any of its obligations under this Lease without Lease. For purposes of this Section 14.02(b), the prior written consent word “controlling” means having the possession, directly or indirectly, of Lessorthe power to direct or cause the direction of the management and policies of Lessee.

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Subject to Section 14.02(b), Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of Law law or otherwise, without the prior written consent of Lessor, which may not be unreasonably conditioned, delayed or withheld. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties or this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor, which shall not be unreasonably conditioned, delayed or withheld. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Lessor shall review and provide approval or reasons for withholding approval of an assignment within fifteen (15) days of Lessee’s request for approval. (b) Notwithstanding anything to the contrary contained in Section 14.02(a) above and provided that no Event of Default has occurred and is continuing at the time of the proposed assignment or other transfer, and provided further that any assignee agrees to assume all of Lessee's ’s obligations under this Lease and reaffirms all the representations and warranties contained hereinby written agreement approved by Lessor, a Lessee entity shall have the right to assign or otherwise transfer all, but not less than all, of its interest in, to and under this Lease without Lessor's ’s consent to (i) an Affiliate of Lessee Lessee, or (ii) any entity which purchases or otherwise acquires all or substantially all of the assets or equity interest of such Lessee entity in a bona fide sale for fair market value, or (iii) a Qualified Operator (each, a “Permitted Transfer”). A “Qualified Operator” shall mean a Person who (x) for two (2) consecutive years immediately prior to the date of assignment or transfer and (y) on a proforma basis following the consummation of such assignment or transfer (all as determined by Lessor upon review of financial statements provided by the assignee prior to the proposed lease assignment and in a form reasonably satisfactory to Lessor), (A) has a CFCCR (defined below) of at least 1.75x; (B) generates EBITDA (defined below) of at least $1,000,000, and (C) has a Lease Adjusted Leverage (defined below) of no more than 5.0x; provided, however, that Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or causing to be provided, a guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, in writing, which guaranty shall be from an entity that meets the requirements of (A), (B) and (C) set forth in this Section 14.02. Lessee shall provide Lessor with at least thirty (30) days’ prior written notice of a proposed Permitted Transfer, which, if the proposed Permitted Transfer is to a Qualified Operator, must include financial information satisfying the Qualified Operator requirements set forth herein. In no the event shall that Lessee effects an assignment to a Qualified Operator, Lessee shall be released from any liability arising under this Lease from and after the date of such assignment and Guarantor shall be released from any liability arising under the Guaranty from and after the date of such assignment. In the event that Lessee effects a Permitted Transfer pursuant to clauses (i) or (ii), Lessee shall not be released from liability under this Lease without nor shall Guarantor be released from liability under the prior written consent of Lessor.Guaranty. 4817-7336-4078.5 STORE/Fat Patty's Master Lease Agreement 4 Properties in KY and WV File No. 7210 /02-629.1 For purposes hereof: