Kr Flle 74? TEXAS STATE BOARD OF FHA Entity 7 3336 dl SUEBLSUII 3-500 ll. App @3033"; Code 9" Request to Change Location andlor Name of F-Igrrfacy Llcfense A new pharmacy license number is not required if the pharmacy changes its location or name. However. within 10 days of such change. a pharmacy owner must submit this icon requesting a "change of location and-for name.? If there has been a change of managing of?cers. a ?Change of Managing form must be submitted In addition to this application form. for each new of?cer. The Change of Managing Of?cer lorrn is available at: This change request form must be accompanied bycopy of the lease agreement for the property where the pharmacy will operate or a notarized statement of property ownership (for strange of location). The pharmacy location listed on the lease agreement must match the pharmacy location listed on this application (see Box 2). The tenant listed on the lease agreement must match the name of the pharmacy owner listed on this application (see Box 1): (2) The previously issued original license (keep and post a copy of the completed pharmacy application being submitted. to show lioensure for this transition period): and 3) A check or money order. made payable to the Texas State Board of Pharmacy. for $20.00. The amended license will be mailed once all requirements are met. Allow 10 business days from date of change for new License to be received via U.S. Postal Service. Verify current records at: :lew .t are . i 1 Name of Pharmacy Owner (Individual. Corporation. Partnership. etc]: 4 License Change of Locationle Fee: 520 MW Pharmacy, Inc. 5 03A Name (a on ?gens?: new Rmutgd puma? DEA "we; Orbit Pharmacy, Inc. 26932 Orbit Pharmacy. Inc. a AndiOr New Requested Phamraey Location Address: 1306 FMIO92. Suite 408 Pharmacy Location Address [as itst on license): 3330 Hillcrol't Street. Suite Houston. TX 77057 s?i??gth'bmx 77459 mm? Anticipated MoveDate: 14.2015 City State Zip a Description Must indicate at Leastt Type oi Service El 24mm infusion 3 Telephone Number of Phannactr: [28 ll 969-5698 El Ambulatory Stunted Cotter El In Patent Premonition Closed Door El Nudelr Fax Number (281196943055 :1 Gunpoimding Biometrime [3 Out El Corrpounding SlerieJtEiJlilslt El OuiPatlenl Sweaty Email: El PharmacistMninlstered - DOWN. Non-5M0 mentions . m, Adm?; or itp armacy.corn Dominic. Of?ce Use a shaping Prescriptions Type oi Pirannacy (you must check at least one) l3 Home Delvery 1? [3 enmity (hdepentlent) In Hospital ?memoir; PM 5 El 25, Other Stall Phannaolst r. Technicians: El moani? I mm 11 Phannacist-ln-Chergs License 3 Mame. l'hannaq?l'eahniden mm Rhoshona Carroll 43852 mm (Print or Type) 12 By my signature. i wedge i am the phannadst-in?arge of this phannacy and attest that have read and custom the or this class of plumraoy. named or OCT 21 2015 if/ Signature of awesome . 6Vii/15' Date dryoi . 20 I Sub Ii :1 and sworn to before me this $3 pawbe Um? AM feoigk "ml-m Rec?d in Accounitn; smoost EFF 154mg Linus rosrm TSBP File a ll? 746? Ems, TEXAS STATE BOARD OF PHA Entity #23 [15% 7 3336 dl St t.S't 3-500 ti. ?513-335-8633 App /03033-?5- geode 0" Request to Change Location andlor Name of Licfense A new pharmacy license number is not required if the pharmacy changes its location or name. However, within 10 days at such change. a pharmacy owner must submit this form requesting a "change of location and/or name.? If there has been a change of managing of?cers. a ?Change of Managing Of?cer" form must be submitted in addition to this application form. for each new of?cer. The Change of Managing Officer form is available at: This change request form must be accompanied by: (1) A copy of the lease agreement for the property where the pharmacy will operate or a notarized statement of property ownership (for change of location). The pharmacy location listed on the lease agreement must match the pharmacy location listed on this application (see Box 2). The tenant listed on the lease agreement must match the name of the pharmacy owner listed on this application (see Box 1): (2) The previously issued original license (keep and post a copy of the completed pharmacy application being submitted, to show licensure {or this transition period); and (3) A check or money order. made payable to the Texas State Board of Pharmacy. for $20.00. The amended license will be mailed once all requirements are met. Allow 10 business days from date of change for new License to be received via U.S. Postal Service. Verify cunent records at: searchasg. 1 Name of Pharmacy Owner (Individual, Corporation, Partnership, etc): 4 Pharmacy License Change of LocationlName Fee: $20 James RiChard Fleming 5 Pharmacy DEA Name (as listed on license): Lic. No. New Requested Pharmacy DEA Name: orbit Pharmacyt Inc- 25932 Orbit Pharmacy, Inc. 5 Pharmacy Location Address (as listed on license): Andmr New Requested Pharmacy Location Address: 3330 Hillcroft Street, Suite 1306 FM1092. Suite 408 Houston, TX 77057 TX 77459 swam? Anticipated Move Date: September 14ll 2015 City State Zip 8 Description of Services - Check All That Apply Must Indicate at Least 1 Type of Service 24 Hour Service El Infusion 3 Telephone Number of Phannacv: (28 1) 969-5698 El Ambulatory Surgical Center El In Patient Presuiplions Closed Door El Nudear Fax Number of Pharmacy: (281)969-8055 Compounding Sterie. Low Risk [3 cut Patient Prescriptions CI Compounding Sterile. MED Risk El Out Patient Surgery Email: pharmacist@orbitpharmacy.com ?wounding sun-lame? Risk Pharmacist Administered . DCompounding. Non-Stenie lmmunhaums we? ?dress: orb?tpharmacy'com DCompoundinu. Of?ce Use Shipping Prescriptions Type of Pharmacy (you must check at least one) [3 Home Delivety Dot-ot-State 10 [3 Community (Independent) El Hospital (independent) El Vetetinary Prescipu'ons Community (MultipleiChe'n 25) El Hospital (Multipleidtain 25) 9 Other Pharmacist 5 Technicians: I Other (may) Ind: Sonia. Pharmacist Name taseaucensemeg'mum No. 1W ""59 1 1 Pharmacist-In-Charge License Shanda White. Phanmcy redtotdm [35995 Rhoshona Carroll 43852 (Print or Type) 12 By my signature. I owledge I am the phannacist-in-charge of this pharmacy and attest thatl have read and understand this class of pharmacy. 4/11/15? Date Rec'd in Accounitn NotaIyPubllc .. "m A- SFP 1 5 29,15 J.th LleOI?l?ifm OWNERSHIP INFORMATION MUST BE COMPLETED If any iniorrnation on this form is not completed or left blank. this form will not be processed. 1 3 Name and Address of Pharmacy Owner: mmhm?m - mt or ?114; LT. Orbit Pharma Inc. Juniors :1 . Suite 1092 Ste 407 a 403 14 You must provide the folan lnfomration for all armors. partners. or managing officers of a corporation. ifthe facility is owned by a state county or local . [Fleming Phone Number of Owne Fax Number of Owner: Email Address of Owner: leenl?ph??om? 2am A Mics?uri City TX 774"?) governman provide this information for the person who signs the Note the managing officers are considered to be the top ioirr (4) Examine Officers corporation has less than fourotr?rcers. you must list all. One of the persons [sled must be the Corporate Office in charge of Pharmacy 0- . ans. For a Class Phanna the Ho Administrator must be listed. 7X LicJ ill egg] sole owner. patner. orii managing of?cer. title. 'i 5 ALL APPLICANTS MUST ANSWER THE FOLLOWING QUESTIONS: Has the pharmacy. the mannerch owner or partner the pharmacy Is owned by a corporation or partnership) been the subject of i. any professional disddinary action or are any such actions pending against you by a regriatory authority? (Elamples: denial. YES. El No surrender. revocation. reinstatement. suspension. ?ne. reprimand. probadon. restriction). include such information for all states. inducing Texas. and for all regulated professions. ?if you answered ?yes? to Question irrciude the name of the Board. licensing or disciplinary authority and the date of the Order. and. If applicable. the date of the termination of the condition andior probation. Response must include the name of the person who was the sublect of the disciplinary action. 2. For any crirninal offense. including those panting appeal. has the pharmacy the pharmacy's owner or any of?cer orparinu (If the pharmacy is owned by a corporation or partnership). within the last 36 months. A. beenan'ested? El [3 no 5. been a arms buinotarrested'i 5 N0 c. piednoiocantendere? El no D. pied witty? El IE NO E. received deferred ad'yrdioatlon iorarrisde'neanor? El N0 F. received deterred adjudication El El no G. beerroonvidedoiamlsdemeano? CI El fit] it. El [3 N0 ?in nswering Questions m- H. include all offenses, even those for which you were sublect to deferred adludication. (Examples: assault. theft. theft by check. driving while license suspended. possession of controlled substances. public Intoxication. DWI, driving under the in?uence of drugs.) Response must include the name of the person who was the sublect of the disciplinary action. 3. Has Ere phannacy. the phannacy's owner or any of?cer orpartnert'rf the pharmacyls owned by a corporation or partnership] been El YES. El "0 subiect to a court ordered probation or con?nement as related to any offense. with therast 35 months? 4. Has the phannacy. the phannacy's cwneror any oliicer or partner at the pharmacyis ownod by a corporation or partnersirip) Yes. El N0 served time in prison for any offense within the fast 35 months? 5. Has the pharmacy. the phannacy's owner or any of?cer orpartner {t the phannacyis owned by a corporation or partnership) been convicted of a drug or alcohol related offense. or been wheel to a deiened adtuci cation for the offense. within the last 36 months? El No Exam es: session of controlled substances intoxition Dill drivin under the nl'luence of dru s. a Is the pharmacy's owner or partner (if the pharmacy is owned by a corporation or partnership, a mastered sex offender or has the YES. El NO owner or partner ever been required to register as a sex oitenderrn Texas or any other state. ?if you answered "yes" to Questions include the name and location of the court. the offense charged. a brief explanation of the offense. the date of action. and. If applicable. the date that probation or con?nement ended. Response must Include the name of the person who was the sublect of the disciplinary action. 1. Are the urstomer service areas of the Pharmacy accessible to dsabied persons as defered by federal law? YES NO Lit-nintosim 20F) OWNERSHIP INFORMATION MUST BE COMPLETED If any information on this form is not completed or left blank. this form will not be processed. 1 3 E?ii?mfmmiiewme?m Phone Number of Owner. ack Rank. LLC Fax Number of Owner: 4:00 Horsharn Roe . Suite 109 Email Address of Owner. orsharn. PA 1904 4 1 4 You must provide the following information for all owners. partners. or managing of?cers of a corporation. If the facility is owned by a state. county or local government. provide this iniomration for the person who signs the application. Note: the managing of?cers are considered to be the top four (4) Executive Of?cers 0f the corporation has less than four of?cers. you must list all). One of the persons listed be the Corporate Of?ce in charge of Pharmacy Operations. For a Class Pharmacy. the Hospital Administrator must be listed. TX Us. it Name Home Address Phone ff Status? Birth Date {if app.) Managing Membersl Fleming secret: 7f3f74 sole owner. partner. or if managing of?cer. title. 1 5 ALL APPLICANTS MUST ANSWER THE FOLLOWING QUESTIONS: Has the pharmacy. the phannacy's owner or partner hi the pharmacy is owned by a corporation or partnership) been the subject of 1. any professional disciplinary action or are any such actions pending against you by a regulatory authority? (Examples: denial. El YES. El NO surrender. revotion. reinstatement. suspension. ?ne. reprimand. pmbation. restriction). Include such information for all states. including Texas. and for all regulated professions. *If you answered ?yes? to Question include the name of the Board. licensing or disciplinary authority and the date of the Order. and. if applicable. the date of the termination of the condition andior probation. Response must include the name of the person who was the sublect of the disciplinary action. 2. For any criminal offense. including those pending appeal. has the pharmacy. the phannacy's owner or any officer or partner (if the pharmacy is owned by a corporation or partnership). within the last 36 months: A. been wasted? El [3 N0 8. been charged with a crime but not arrested? 1] NO C. pied nolo contendere? N0 0. pled guilty? El N0 E. received deferred adiudlcation for a misdemeanor? El El N0 F. received deferred adjudication for a felony? El N0 G. been contacted at a misdemeanor? El N0 H. been convictedofafelony? was Er] N0 'in answering Questions - H. Include all offenses. even those for which you were subject to deferred adjudication. (Examples: assault. theft. theft by check. driving while license suspended. possession of controlled substances. public intoxication. DWI. driving under the in?uence of Response must include the name of the person who was the sublect of the disciplinary action. 3. Has the pharmacy. the phannacy's owner or any of?cer or partner 6f the pharmacy is owned by a corporation or partnership) been subject to a court ordered probation or con?nement as related to any offense. within the last 36 months? 4. Has the pharmacy. the pharmacy's owner or any of?cer or partner (if the pharmacy is owned by a corporation or partnership) El YES. El N0 served time in prison for any offense within the last 35 months? was" El no 5. Has the pharmacy. the phannacy's owner or any of?cer or partner 0f the pharmacy is owned by a corporation or partnership) been convicted of a drug or alcohol related offense. or been subiect to a defen'ed adjudication for this offense. within the last 36 months? CI NO (Examples: possession of controlled substances. public intoxication. DWI. driving under the in?uence of drugs.) is the phannacy's owner or partner (if the pharmacy is owned by a corporation or partnership) a registered sex offender or has the YES. El No owner or partner ever been required to register as a sex offender in Texas or any other state. 'If you answered "yes" to Questions ifs-E. include the name and location of the court. the offense charged. a brief explanation of the offense. the date of action. and. if applicable. the date that probation or confinement ended. Response must Include the name of the person who was the subject of the disciplinary action. 7. Are the customer service areas of the Pharmacy accessible to disabled persons. as de?ned by federal law? YES N0 8. Does the pharmacy provide translating services for customers. including translating services for a person with impa'.n11eMuf hearing? If yes. what type at translating services does the pharmacy provide? (check all that apply]: El 1 Spanish El 4 American Sign Language YES No 2 Vietnamese 5 ATS-T Translating Service 3 Telecommunication Device for the Deaf (TDD) El 6 Other 9. Does this pharmacy participate in the Texas Medicaid program? YES El N0 10. Does this pharmacy participate in the Texas State Kids Insurance Program El YES El N0 11 Does this pharmacy dispense a prescription drug or device under a prescription drug order in response to a request received by El YES. [3 N0 the way of the lntemet to dispense the drug or device? If the response to the previous question is 'yes'. does this pharmacy deliver the or device to a patient in this state by US mailcommon carrier. or delrver service? 1 ATTEST: I hereby attest that the foregoing statements. on this iorrn or those on any attachment(s) to this form are to the best of my knowledge true and correct and that they are all given of my free will. I agree that any misstatementts) or omission(s) as to material facts will constitute violation of and subject me to the penalties set forth in the Texas Pharmacy Act. i agree to comply with the Texas Pharmacy Act and Rules. NOTARIZED: 5A5, Subscribed and sworn to before me this i Signature owari'g??anaging Of?cer Date of Jar)? day Janus f/Qn?i?h? (ith Ownerilvlanaging Of?cer's Name ype or Print)_/ ta .Public 0 NOTARIAL Kathleen Gayle. Notary Public Hoisharn Twp, Montgomery County My Elimn?ssicn Expires Dec. 22. 2018 n. nu (UNIS) or] ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION 0F LEASE (this ?Assignment?) is made and entered into effective as of September 1, 2015 (the ?Effective Date?), by and between Back Rank, LLC, a Delaware Limited Liability Company (Assignor??, and Orbit Pharmacy, Inc, a Texas For-Pro?t Corporation (?Assignee?). RECITALS: WHEREAS, Assignor, as tenant and NDI Quail Valley Partners, Ltd. (?Landlord?) are parties to that certain Industrial Lease Agreement dated August 20, 2015 (the ?Lease?), pursuant to which Assignor leases from Landlord certain premises consisting of 3000 rentable square feet located at Suite 407 and 408, 1306 FM 1092 Missouri City, Texas 77459, as more particularly described in the Lease (the and WHEREAS, Assignor has agreed to assign to Assignee the Lease, and Assignee has agreed to assume and perform all of the obligations and liabilities of Assignor accruing from and after the Effective Date with respect to the Lease. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows: Assignor hereby assigns to Assignee all of Assignor's right1 title and interest in, to and under the Lease, including without limitation, Assignor?s interest in any security deposit being held by Landlord. Assignee hereby accepts such assignment and assumes all of the Assignor?s obligations under the Lease arising from and after the Effective Date. 2. Assignee agrees to indemnify Assignor and hold Assignor harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to reasonable attorneys? fees and expenses) asserted against or incurred by Assignor by reason of or arising out of any failure by Assignee to perform or observe the obligations, covenants, terms and conditions of tenant under the Lease from and after the Effective Date. 3. Assignor agrees to indemnify Assignee and hold Assignee harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to reasonable attorneys? fees and expenses) asserted against or incurred by Assignee by reason of or arising out of any failure by Assignor to perform or observe the obligations, covenants, terms and conditions of tenant under the Lease prior to the Effective Date. 4. This Assignment shall be binding upon and inure to the bene?t of the parties hereto and their reapective successors and assigns. This Assignment shall be governed by and construed in accordance with the laws of the state in which the Premises are located. This Assignment may be executed in any number of counterparts and by each party on separate counterparts, and all such counterparts shall constitute one and the same instrument. Assignlnenltloc IN WITNESS WHEREOF, the parties have executed this Assignment effective as of the date first written above. ASSIGNOR: Back Rank LLC a Delaware Limited Liability Company By: Nan-radiatchen S. Wisehdrt Title: General Counsel ASSIGNEE: Orbit Pharmacv. Inc.. a Te 5 For?Pro?t Corporation Byzm?' e: James ing 1mm?!? Assignment 110:: INDUSTRIAL LEASE AGREEMENT THIS INDUSTRIAL LEASE AGREEMENT (this "Lease") dated for references purposes 0 is made between NDI Quail Valley Partners, Ltd. ("Landlord"), and Back Rank, LLC ("Tenant"), as of August 2015 (the "date of this Lease"). BASIC LEASE INFORMATION PREMISES: Approximately 3,000 rentable square feet commonly known as Suite 407 and 408, 1306 FM 1092 Missouri City, Texas 77459 as depicted on Exhibit A-1. BUILDING 8: PROJECT: Approximately 3,003rentable square feet located at 1306 FM 1092 and commonly referred to as Building 4, as depicted on Exhibit A-2. The Building is a part of the Project commonly referred to as Qu_ail Valley Business Park which is approximately 66,000 rentable square feet as depicted and more particularly described on Exhibit A-Z. PERMITTED USE: Office and warehouse space for pharmacy (including, without limitation, on-site retail, mail-order pharmacy and distribution services), together with such other uses as may be ancillary or appurtenant thereto. TERM: A period of 36 months. Subject to Section 1.02, the Term shall commence on September 1, 2015 (the "Commencement Date") and, unless terminated early In accordance with this Lease, end on August 31, 2018 (the "Termination Date"). Notwithstanding that the Commencement Date may not have yet occurred, upon execution of this Lease, Tenant shall have immediate access to the Premises for the purpose of performing improvements, installing furniture, trade fixtures, equipment and similar items in the Premises and the Commencement Date shall not be advanced in connection therewith. BASE RENT: Period of Term Base Rent September 1, 2015 - September 30, 2015 $0.00 October 1, 2015 ?&_g_ust 31, 2016 $2,940.00 September 1, 2016 August 31, 2017 $2,970.00 September 1, 2017 August 31, 2018 $3,000.00 ESTIMATED INITIAL OPERATING EXPENSES: Included in the Base Rent above and subject to Exhibit D. BASE YEAR: 2015 PROPORTIONATE SHARE OF PROJECT: 4. 54% SECURITY DEPOSIT: $18,000.00 BROKER: BROKER: ADDRESSES FOR To: Tenant To: Landlord NOTICES: Back Rank, LLC Quail Volley Partners, Ltd. 330 Warminster Road, Suite 350 550 Post Oak Blvd. Ha rboro, PA 19040 Suite 580 Attn: Gretchen S. Wiseha rt, EVP Houston, Texas 77027 not to (and not to permit its affiliates, owners, partners, directors, officers, agents. employees, or contractors ("Landlord Related Parties") to) view, inspect, observe, read, examine, document, copy, disseminate, distribute, or otherwise disclose confidential medical records and/or other individually-identifiable health care information (together, "Health Information") that may be located, stored, or otherwise maintained at or on the Premises, regardless of the nature, source, or storage medium of said confidential information; to at all times maintain the con?dentiality of any and all Health Information to which said parties may have access; to cause the Landlord Related Parties to comply with this Section; to notify Tenant of any violation of this Section of which Landlord has actual knowledge; and to execute any additional confidentiality agreementls) in connection with the foregoing to the extent required by the United States federal government under the privacy provisions of the Health insurance Portability and Accountability Act (l-iiPAA) and any regulations promulgated thereunder, as amended from time to time. 15. Damage or Destruction. 15.01 if the Premises is damaged or destroyed by fire or other casualty, Tenant will immediately give written notice to Landlord of the casualty. Landlord will have the right to terminate this Lease if insurance proceeds actually paid to Landlord and available for use are not suf?cient to pay the full cost to fully repair the damage. Landlord and Tenant will each have the right to terminate this Lease following a casualty if any of the following occur: Landlord determines that the Premises or the Building cannot be fully repaired within 180 days after the date of casualty; the Premises are materially damaged or destroyed within the last 12 months of the Term; Tenantis in Default of this Lease at the time of the casualty; Landlord would be required under this Lease to abate or reduce Tenant's rent for a period in excess of 6 months if the repairs were undertaken; or the Property, or the Building in which the Premises is located, is damaged such that the cost of repair of the same would exceed 10% of the replacement cost of the same. if Landlord elects to terminate this Lease, Landlord will be entitled to retain all applicable Tenant insurance proceeds and Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's insurance with respect thereto, excepting those attributable to Tenant's furniture, fixtures, equipment, and any other personalproperty. 15.02 if this Lease is not terminated pursuant to Section 15.01, Landlord will repair the Premises and this Lease shall continue. The repair obligation of Landlord shall be limited to repair of the Premises excluding any Tenant Improvements, Tenant Alterations, and any personal property and trade fixtures of Tenant During the period of repair, rent will be abated or reduced in proportion to the degree to which Tenant's use of the Premises is impaired. However, rent will not be abated if the gross negligence or willful misconduct of Tenant or any of its agents is the cause of the casualty. 16. Assignment and Subletting. 16.01 Tenant will not, voluntarily or by operation of law, assign, sell, convey, sublet or otherwise transfer all or any part of Tenant's right or interest in this Lease, or allow any other person or entity to occupy or use all or any part of the Premises (collectively called "Transfer") without first obtaining the written consent of Landlord, which censent shall not be unreasonably withheld. Any Transfer without the prior written consent of Landlord shall be void. Without limiting the generality of the definition of "Transfer," it is agreed that each of the following shall be deemed a "Transfer" for purposes of this Article 16: an entity other than Tenant becoming the tenant hereunder by merger, consolidation, or other reorganization; and a transfer of fifty percent or more of any ownership interest in Tenant (unless Tenant is an entity whose stock is publicly traded). Tenant shall provide to Landlord all information mobiyrequested by Landlord concerning a Transfer. In no event shall Tenant mortgage encumber, pledge or assign for security purposes all or any part of its interest in this Lease. Regardless of whether consent by Landlord is granted in connection with any Transfer, no Transfer shall release Tenant from any obligation or liability hereunder' Tenant shall remain primarily liable to pay all rent and other sums due hereunder to Landlord and to perform all other obligations hereunder. Similarly, no Transfer, with or without the consent of Landlord, shall release any guarantor from its obligations under its guaranty. Upon any assignment or sublease (other than to an affiliate), any rights, options or opportunities granted to Tenant hereunder to extend or renew the Term, to shorten the Term, or to lease additional space shall be null and void. 16.02 In the event Landlord consents to a Transfer, the Transfer will not be effective until Landlord receives a fully executed agreement regarding the Transfer, in a form and of substance acceptable to Landlord, any documents or information required by such agreement (including any estoppel certificate and any subordination agreement required by any lender of Landlord), an amount equal to all attorneys' fees incurred by Landlord (regardless of whether such consent is granted and regardless of whether the Transfer is consummated) and other expenses of Landlord incurred In connection with the Transfer (not to exceed $500 in the aggregate per consent request). 16.03 Fifty percent of any consideration paid to Tenant for assignment of this Lease, less any reasonable brokerage commission paid by Tenant with respect to such assignment, shall be immediately paid to Landlord. In the event of a sublease of all or a portion of the Premises, ?fty percent of all rents payable by the subtenant in excess of rents payable hereunder (allocated on a per square foot basis in the event of a partial sublease) shall be immediately due and payable to Landlord; provided, excess rental shall be calculated taking into account straight-line amortization, without interest, less any reasonable brokerage commission paid by Tenant in connection with the subject sublease transaction. 16.04 Landlord may, within 30 days after submission of Tenant's written request for Landlord's consent to a Transfer, terminate this Lease (or, as to a partial subletting. terminate this Lease as to the portion of the Premises proposed to be sublet) as of the date the proposed Transfer was to be effective. if Landlord terminates this Lease as to only a portion of the Premises, then this Lease shall cease as to such portion of the Premises, Tenant shall pay to Landlord all Base Rent and other amounts accrued through the termination date relating to the portion of the Premises covered by the proposed Transfer, and Tenant shall execute, upon request of Landlord, an amendment hereto setting forth matters related to such partial termination. Landlord may physically separate the recaptured portion of the Premises and lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant 16.05 Upon the occurrence of a Default, if the Premises or any portion thereof are sublet, Landlord may, at its Option and in addition and Without prejudice to any other remedies herein provided or provided by Law, collect directly from the sublesseels) all rentals becoming due Tenant and apply such rentals against other sums due hereunder to Landlord. 16.06 Notwithstanding the foregoing, Tenant may assign its interest under this Lease or sublease all or a portion of the Premises to an affiliate without the consent of Landlord. For purposes hereof, Tenant?s affiliate shall be defined as any corporation, limited liability company, partnership or other person or entity that controls, is controlled by, or is under common control with Tenant, or any successor to Tenant by purchase, merger, consolidation or reorganization (provided that such successor shall own all or substantially all of the assets of Tenant). 17. Default. Time is of the essence in the performance of all covenants of Tenant. A "Default" is defined as the following: 17.01 Tenant fails to make, as and when due, any payment of Base Rent, Additional Rent, or any other monetary payment required to be made by Tenant herein and such failure is not cured within ten (10) days after Landlord?s written notice thereof. 17.02 Landlord discovers that any representation or warranty made by Tenant or any guarantor was materially false when made or that any financial statement of Tenant or of any guarantor of this Lease given to Landlord was materially false. 17.03 Tenant makes any general arrangement or assignment for the benefit of creditors, becomes a "debtor" in a bankruptcy proceeding, is unable to pay its debts or obligations as they occur, or has an attachment, execution or other seizure of substantially all of its assets located at the Property or its interest in this Lease, or any guarantor becomes insolvent becomes a "debtor' in a bankruptcy proceeding, fails to perform any obligation under its guaranty, or attempts to revoke its guaranty. 10 ommsomm Submission of this Lease for examination and signature by Tenant is not an offer to lease and does not create a reservation or option to lease. This Lease will become effective and binding only upon full execution and delivery by both Tenant and Landlord. THIS LEASE, WHETHER OR NOT EXECUTED BY TENANT, IS SUBJECT TO ACCEPTANCE BY LANDLORD, ACTING BY ITSELF OR BY ITS AGENT BY THE SIGNATURE ON THIS LEASE OF ITS SENIOR VICE PRESIDENT, ASSISTANT VICE PRESIDENT OR REGIONAL MANAGER AND DELIVERY OF AN ORIGINAL OF SUCH SIGNATURE TO TENANT. Landlord and Tenant have executed this Lease as of the day and year first above written. LANDLORD: NDI Quail Valley Partners, Ltd. By: its? General Partner Title Vic President TENANT: Back . 4/ By: .7va Name: h?lz?gn 5, wt? barf- Title: v11. Tax IDIHSSN or FEIN): 3f?? 3/ EXHIBIT A-1 PREMISES This Exhibit is attached to and made a part of the Lease by and betweenNDl Quail Valley Partners, Ltd. ("Landlord") and Badt Rank, LLC ("Tenant") for space in the Building located at 1306 FM 1092. Suite 407 and 408 Missouri cm. Texas Capitalized terms not otherwise defined in this Exhibit A?l shall have the meaning given to such terms in the Lease of which this Exhibit A-1 is a part. DM3U430046J FDR CONTACT JOHN DUFFIE 1 3?5?2 ?202{] JESS DICKIE 1306mm mummas SHEET-405 3,000 SF. .. mm mm ME mmE?gj 255 53 11.53 ?53 8.55 ??g?ulmm . Fri)?. 1 v.1: ?Piaf1306 FM 1092 MISSOURI CITY, TEXAS 353 m. .mmu. mu. mum mm ?mm ?mm. mm mm Exhibit A-Z Building, Project and Preperty This Exhibit is attached to and made a part of the Lease by and NDI Quail Valley Partners, ltd. ("landlord") and Back Rank, LLC ("Tenant") for space in the Building located at 1306 FM 1092I Suite 407 and 408 Missouri Cig?exas 77459. 4.363 Acres of Land being Lot No. 10f Quail Valley Business Park, Ltd. Subdivision (Volume 31, Page 20; Plat Records of Fort Bend County, Texas) being out of the Northeast corner of Reserve of Oak Valley Subdivision (Volume 17, Page Plat Records of Fort Bend County, Texas) being in the William Stafford 1?112 League Grant, Abstract No. 89, City of Missouri City, Fort Bend County, Texas. DMJUGIJOMGJ 3+9 (. it My TEXAS STATE BOARD OF PHARMACY Page 1 of 2 Texas Pharmacy License 22977 WALGREENS #7721 License Information License Status Active Licenseii 22977 Expiration Date 0973012016 Date License Issued 1292212003 Address 1307 FM 1092 ROAD MISSOURI CITY. TX 77459-1504 County FORT BEND Phone (281)499-5150 Pharmacy Details Prior Disciplinary Order's" No Class of Pharmacy Community Pharmacy Type of Ownership Corporation Type of Pharmacy Community Muiti of Hospital beds 0 Information relating to disciplinary orders Is current as of (30 days prior to this date). A written request for information regarding prior disciplinary orders may be submitted to the office of the Texas State Board of Pharmacy. Disciplinary orders entered pursuant to Chapter 564 of the Texas Pharmacy Act are con?dential and not subject to disclosure. Texas Pharmacist Employment information Employment Information Pharmacist in Charge PHAM-HUYNH. LINDA THANH Pharmacy Pro?le in Accessible to disabled persons? Yes Participates in the Texas Medicaid Yes program? Participates in the Texas Kids insurance No Program Translating services (Listed Below If Available) Other it Please note' The data regard ng accessibilityI translating services. and insurance participation is self-reported by the license holder and no warranty regarding the Information is created. Therefore. neither the State of Texas nor the licensing agency accept any legal liability or responsinity or may be held liable or responsible for the accuracy. completenessI timeliness. or usefulness of this information. Should you have any concern as to the accuracy of the data in this system. please contact the license holder or facility for clari?cation. Remedial Plans Remedial plans (if any) are shown above and subject to removal at the end of the 5th fiscal year after the Board enters the plan. Services Provided Ne Nuclear No Out-Patient Prescriptions No Ship Prescription Out of State No Class (Expanded Forrnuiary) No Class (Alternative Visit Schedule) No Compounding Sterile-Risk Level Low No Compounding Sterile-Risk Level Med No Compounding Sterile-Risk Level High No Compounding Non-Sterile No 24 Hour Service No Closed Door No Compounding, Office Use No Home Delivery No Infusion No Pharmacist Administered immunizations No Veterinary Prescriptions 10/16/2015 Pharmacist Name Page 2 of 2 License at Registr. Date Expir. Date Emp. Status License Status JACK 29861 0712211987 0113112018 Staff Active PHAM-HUYNH. LINDA THANH 20541 1013111900 0313112017 PIC Active PageEIoH Wew1-2012 Texas Registered Technician:/Trainees - - - - Technician/Trainee Name License ff Registr. Date Expir. Date Emp. Status Reg. Status WAFEE 125749 1210712004 0013112010 Staff Active HOEN ES. DIANE KAY 105651 0313012004 0613012016 Staff Active LEWIS RONALD GENE 132196 1212912005 0313112017 Staff Active MATHEW REJANI 114077 0512012004 0113112010 Staff Active I SMITH. AMAN DA 212333 0912712012 0913012016 Staff Active I Page :lor1 View1-5015 Texas Ker-tit; Pharmacy information I Remote Pharmacy Name Registr. ff Address City State Zipcode I Page [1 of 0 20 No rat-aords to View i?x?harmacy Owner information Owner Name Owner Title Address City State Zipcode i WALGREEN CO .OWNER EP 0 BOX 901. DEERFIELD 11. 80015 RICHARD n. sremsa OFFICER 1 1 ALEXANDER GOURLAY OFFICER . PagelZloH 20 View1-3ofal The sun Been: of Phenneey certinee thet It meinteine the Inforrnetlon tor the lieenle trer?rl'ieetlon function of this Matti. performs delly updetee to the wehelte. end conelderl the wet-ell- to be primary enuree for lleenee verificetlen. 10/1612015 )5 TEXAS STATE BOARD OF PHARMACY 333 Guadalupe Street. Ste. 3-600 ir Austin. Texas 73701 512-305?8000 CHANGE OF OFFICER FORM FOR EXISTING PHARMACY LICENSE Submit a separate form for each managing of?cer being added or removed. Attach a copy of a current driver's license or state issued identi?cation card and a copy of the social security card for each individual owner(s), managing of?cer(s) or partners that are not a Texas licensed pharmacist. Managing of?cer is de?ned as one of the top four executive of?cers. including the corporate of?cer in charge of pharmacy operations. designated by the partnershiplcorporation to be jointly responsible for the legal operation of the pharmacy. (Note: Disclosure of Social Security Numbers (SSN) is mandatory under Tex. Fem. Code. Ann. 231.302 {Vernon 7999). The SSN is provided to identify persons relative to enforcement of child support payments.) NAME OF LICENSED PHARMACY PHARMACY LICENSE NUMBER Orbit Pharmacy Inc 26932 PHYSICAL (INSPECT ABLE) ADDRESS OF PHARMACY 3330 Hillcroft St. Ste CITY STATE ZIP Houston Tx 77057 EFFECTIVE DATE OF CHANGE . TX LicenselRegistration ti FULL NAME (Managing Of?certo be Removed) TITLE (Pres. Vice Pres. Trees. etc) ?ammable- RM LVN) Se un Azeez Audu CEO 25018 The Rest of This Form is Not Required IF Not Adding or Replacing An Of?cer FULL. NAME (New Managing Officer) 3 53 Vice Pres. Treas, etc) James Richard Fleming President. Secretary DATE OF BIRTH SOCIAL SECURITY ti 0710811 974 Home Address (con?dential address of record). You must provide a home address (con?dential) and an address which may be provided to the public. You may enter the same address in both address types. HOME ADDRESS HOME PHONE NUMBER El \Icheck this box if your public address is the same as your home address Public Address (alternate address which may be provided to the public) PUBLIC ADDRESS ALTERNATE PHONE NUMBER 400 Horsham Rd., Suite 109 (267! 481 -5006 CITY STATE ZIP Horsham pA 19044 List Additional Pharmacies Affected By This Change Request Below: NAME OF PHARMACY TEXAS PHARMACY LICENSE Form LIB-021A (0315) Page 1 OT 2 EACH OF THE FOLLOWING QUESTIONS MUST BE ANSWERED BY THE OFFICER BEING ADDED Have you been the subject of all professional disciplinary action or are any such actions pending against you by a 1 regulatory authority? (Examples: denial. surrender. revocation, reinstatement. suspension. ?ne. reprimand. probation. El NO restriction). Include such information for a_ll states. including Texas. and for all regulated professions. ?If you answered ?yes? to Question include the name of the Board. licensing or disciplinary authority and the date of the Order. and if applicable. the date of the termination of the condition andtor probation. 2 For any criminal offense, including those pending appeal. have you ever: A. been arrested? El NO B. been charged with a crime but not arrested? NO C. pled nolo contendere? NO D. pled guilty? NO E. received defen'ed adjudication for a misdemeanor? NO F. received deferred adjudication for a felony? El N0 G. been convicted of a misdemeanor? El NO H. been convicted of a felony? El NO 'ln answering Questions H. include all offenses. even those for which you were subject to deterred adjudication. (Examples: assault. theft. theft by check. driving while license suspended. possession of controlled substances. public intoxication. DWI. driving under the in?uence of drugs.) 3 Have you been subject to a court ordered probation or con?nement as related to any offense? El N0 4 Have you served time in prison for any offense? N0 Have you been convicted of a drug or alcohol related offense. or been subject to a deferred adjudication for this 5 offense? (Examples: possession of controlled substances. public intoxication. DWI. driving under the influence of El El NO dmgs). 'If you answered ?yes? to Questions include the name and location of the court. the offense charged. a brief explanation of the offense, the date of action. and, if applicable. the date that probation or con?nement ended. 6 Are you a registered sex offender or have you ever been required to register as a sex offender in Texas or in any other state? NO Have you ever been licensed. certified. or registered with another State Board of Pharmacy as a pharmacist. .. . 1 pharmacist intern. or pharmacy technician? YES NO 'If you answered yes to Questions please indicate the type of license. certification or registration that you received the dates of registration. and the registration number. ATTEST: l. James Richard Fleminq (OwnerlManaging Of?cer). hereby attest that by submitting this form. i request to be listed as an OwnerlManaging Of?cer of the above mentioned pharmacy license. and the foregoing statements. on this form or those on any attachment(s) to this form are to the best of my knowledge true and correct and that they are all given of my free will. I agree that any misstatement(s) or omission(s) as to material facts will constitu with Texas Pharmacy Act and Hf SIG ?ature?of Owner anaging Officer I. digit/rm Mn. Staff Public 6 Sum? and sworn to before me this elation of and subject me to the penalties set forth in the Texas Pharmacy Act. I agree to comply da . 20 YOU MUST SUBMIT THE ORGINALLY SIGNED 8 NOTARIZED FORM COPIESIFAXES ARE NOT ACCEPTED Kathleen Boyle. Notary Public Horsham Twp. Montgomery County My admission Expires Dec. 22. 2013 mt nuts ASSOCIATIIH nannies Form (03:15) Page 2 of 2