THIS CONSENT TO SUBLEASE (the "Consent") dated this ________ day of ________________, ________

BETWEEN:

_________________________ (the "Landlord")

AND

_________________________ (the "Tenant")

AND

_________________________ (the "Subtenant")

1. BACKGROUND
   
1. The Tenant entered into a lease (the "Lease") with the Landlord on December 6, 2023 with respect to the following premises (the "Premises"): __________.
   
2. The Tenant wishes to sublease (the "Sublease") to the Subtenant all of the Premises (the "Subleased Premises") from December 6, 2023 until December 6, 2023 (the "Subleased Term").
   
3. The Subtenant is willing to undertake the obligations for the Subleased Premises for the Subleased Term.
   

IN CONSIDERATION OF the Landlord consenting to the Sublease, the Tenant transferring all of the Tenant's rights under the Master Lease, and the Subtenant agreeing to fulfill all of the obligations of the Tenant under the Master Lease, the parties agree to keep, perform and fulfill the promises, conditions and agreements below:

1. USE OF PREMISES
   
1. Except as otherwise provided in this Consent, the Subtenant and the agents and employees of the Subtenant will only use the Subleased Premises for a purpose consistent with the permitted use allowed in the Lease. Further, the Subtenant agrees to comply with all other applicable provisions of the Lease, and will not do anything that would constitute a violation of any part or condition of the Lease.
   
   
2. The Landlord consents to the Sublease and the transactions contemplated by that Sublease.
   
   
3. The Landlord's consent to the Sublease will not be deemed to be a consent to (a) the terms of the Sublease, (b) any further subleasing of the Subleased Premises, (c) any subleasing of any other portion of the Subleased Premises, or (d) the subleasing of any portion of the Subleased Premises to any other subtenant or on any other or different terms than those stated in the Sublease. The Tenant will provide the Landlord with a fully executed copy of the Sublease promptly after execution.
   
   
4. CONTINUING LIABILITY
   
4. The Tenant acknowledges that: (a) the Tenant will remain primarily liable for, and will not be released from the full and faithful performance of all of the terms and conditions of the Lease, notwithstanding the existence of, and Landlord's consent to, the Sublease, or any breach committed by the Subtenant under the Sublease; and (b) the Landlord will be entitled to pursue all remedies available in the event of the Tenant's breach of the Lease without regard to the performance or non-performance of the terms of the Sublease by the Subtenant.
   
   
5. ASSUMPTION BY SUBTENANT
   
5. The Subtenant agrees to assume all of the applicable obligations and responsibilities of the Tenant under the Lease with respect to the Subleased Premises starting from December 6, 2023 until December 6, 2023.
   
   
6. BINDING EFFECT
   
6. This Consent will be binding on the Landlord, and will inure to the benefit of the Tenant, the Subtenant and their respective heirs, executors, administrators and successors in interest and assigns.
   
   
7. ASSIGNMENT AND SUBLETTING
   
7. The Subtenant will not assign, transfer or further sublet the Subleased Premises or any part of the Subleased Premises without the prior written consent of both the Tenant and the Landlord.
   
   
8. NOTICES
   
8. The Landlord agrees that a copy of all notices of default under the Lease sent to the Tenant will also be sent to the Subtenant at the address of the Subleased Premises. To the extent that such default was not caused by the Subtenant, the Subtenant will have the right to cure such defaults as may be granted to the Tenant under the Lease.
   
   
9. TERMINATION OF THE LEASE
   
9. If, at any time prior to the expiration of the Sublease, the Lease will terminate or be terminated for any reason, the Sublease will also simultaneously terminate. However, if the Subtenant agrees, at the election and upon written demand of the Landlord, to attorn to the Landlord upon the terms and conditions set out in the Sublease for the remainder of the term of the Sublease, termination of the Lease will not similarly terminate the Sublease.
   
   
10. GENERAL PROVISIONS
    
    
10. In the event of any legal action concerning this Consent, the losing party will pay to the prevailing party reasonable attorney's fees and court costs to be fixed by the court and such judgment will be entered.
    
    
11. This Consent will not be valid and binding on the Landlord, Tenant and Subtenant unless and until it has been completely executed by all of the parties.
    
    

IN WITNESS WHEREOF the Tenant, the Subtenant and the Landlord have duly affixed their signatures under hand and seal on this  ________ day of ________________, ________.