Common use of Affiliate Transfers Clause in Contracts

Affiliate Transfers. Notwithstanding anything to the contrary in the Sublease (as amended by this Amendment) including without limitation Article 12 thereof, a subletting by Lessee of all or a portion of the Premises to an Affiliate (as defined below) of Lessee shall not require Lessor’s consent, provided that (i) Lessee notifies Lessor of any such subletting prior to the effective date thereof and promptly supplies Lessor with any documents or information reasonably requested by Lessor regarding such subletting, and (ii) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of the sublease. Any assignment of the Sublease to an Affiliate of Lessee shall be subject to all the terms and provisions of Article 12 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean (a) any entity that is controlled by, controls or is under common control with, Lessee, (b) any entity that merges with, is acquired by, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder of the Term, Lessee shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]

Affiliate Transfers. Notwithstanding anything Tenant shall have the right, without Landlord’s consent and without triggering Landlord’s rights under Paragraphs 10(c) and 10(d), but with written notice to the contrary Landlord at least ten (10) days prior thereto, to enter into an Assignment of Tenant’s interest in the Lease or a Sublease (as amended by this Amendment) including without limitation Article 12 thereof, a subletting by Lessee of all or a any portion of the Premises to an Affiliate (as defined below) of Lessee shall not require Lessor’s consentTenant, provided that (i) Lessee notifies Lessor in connection with an Assignment that is not a Sublease, the Affiliate delivers to Landlord concurrent with such Assignment a written notice of any such subletting prior the Assignment and an assumption agreement whereby the Affiliate assumes and agrees to perform, observe and abide by the terms, conditions, obligations, and provisions of this Lease arising from and after the effective date thereof and promptly supplies Lessor with any documents or information reasonably requested by Lessor regarding such subletting, of the assignment; and (ii) the net worth assignee or sublessee remains an Affiliate throughout the term of such Affiliate this Lease (and, in connection with an Assignment that is not less than reasonably required a Sublease, the assumption agreement shall contain provisions consistent with the provisions of this Paragraph 10(h) allowing Landlord to fulfill terminate this Lease at such time as the terms entity is no longer an Affiliate of the subleaseoriginal Tenant). Any assignment of the Sublease If this Lease is assigned or sublet to an Affiliate of Lessee shall and thereafter any circumstance occurs which causes such assignee or sublessee to no longer be subject to all the terms and provisions of Article 12 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee the assigning or subleasing Tenant, Tenant shall give written notice thereof to Landlord, which notice, to become effective, shall refer to Landlord’s right to terminate this Lease pursuant to this Paragraph 10(h) in the event of an Assignment, or to cause Tenant to terminate the Sublease in the event of a Sublease (“Affiliation Termination Notice”). Following the occurrence of the circumstance giving rise to the discontinuation of such assignee or sublessee being an Affiliate (“Affiliate Termination”) of the assigning or subleasing Tenant, Landlord shall be entitled to terminate this Lease in the event of an Assignment, or to cause Tenant to terminate the Sublease in the event of a Sublease, unless Landlord has given its prior written consent to such circumstance., which consent shall not be unreasonably withheldwithheld by Landlord so long as, in the event of an Assignment, such assignee (after giving effect to such circumstance) has financial strength (as demonstrated by audited financial statements) equal to or greater than the assigning or subleasing Tenant (including its net worth) as of the date of execution of this Lease, or the assigning or subleasing Tenant executes a guaranty in usual form reasonably acceptable to Landlord (however, this does not imply that Tenant would be released without such guaranty). The No Sublease or Assignment by Tenant made pursuant to this Paragraph 10(h) shall relieve Tenant of Tenant’s obligations under this Lease. As used in this Paragraph 10(h), the term “Affiliate” shall mean (a) any and collectively refer to a corporation or other entity that which controls, is controlled by, controls by or is under common control withwith Tenant, Lessee, by means of an ownership of either (baa) any entity that merges with, is acquired by, or acquires Lessee through more than fifty percent (50%) of the purchase outstanding voting shares of stock, membership stock or partnership interests or assetsother ownership interests, or (cbb) any entity that becomes a parent, successor or Affiliate of Lesseestock, or is a successor of Lessee by reason of mergerpartnership or other ownership interests, consolidationwhich provide the right to control the operations, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 transactions and continuing throughout the remainder activities of the Term, Lessee shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]applicable entity.

Affiliate Transfers. Notwithstanding anything to the contrary contained in the Sublease this Article 27, (as amended by this Amendmenta) including without limitation Article 12 thereofany Transfer to an affiliate of Tenant (an entity which is controlled by, a subletting by Lessee of controls, or is under common control with Tenant), (b) any Transfer to an entity which acquires all or a portion substantially all of the Premises assets or interests (partnership, stock or other) of Tenant, or (c) any Transfer to an Affiliate (as defined below) entity which is the resulting entity of Lessee a merger or consolidation of Tenant, shall not require Lessor’s consentbe deemed a Transfer under this Article 27, provided that (i) Lessee in the case of an assignment of this Lease or a sublease of more than fifty percent (50%) of the Rentable Square Feet of the Premises, the financial credit of such transferee entity is, in Landlord’s reasonable judgment, the same or greater than that of Tenant both as of the Effective Date of this Lease and as of the date of the proposed transfer; (ii) Tenant notifies Lessor Landlord of any such subletting prior to the effective date transfer within thirty (30) days thereof and promptly thereafter supplies Lessor Landlord with any documents or information reasonably requested by Lessor Landlord regarding such subletting, transfer or such affiliate; and (iiiii) the net worth such transfer is not a subterfuge by Tenant or Guarantor to avoid its obligations under this Lease or otherwise effectuate any “release” by Tenant or Guarantor of such Affiliate is not less obligations. A transfer made in accordance with this Section 27.7 shall be referred to as a “Permitted Transfer” and the transferee shall be referred to as a “Permitted Transferee.” “Control,” as used in this Section 27.7, shall mean the ownership, directly or indirectly, of more than reasonably required to fulfill the terms fifty percent (50%) of the sublease. Any assignment voting securities of, or possession of the Sublease right to an Affiliate vote, in the ordinary direction of Lessee shall be subject to all the terms and provisions its affairs, of Article 12 more than fifty percent (50%) of the Sublease (voting interest in, any person or entity. No assignment or sublease under this Section 27.7 shall relieve Tenant from any of its obligations under this Lease whether or not accrued as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an date of such assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean (a) any entity that is controlled by, controls or is under common control with, Lessee, (b) any entity that merges with, is acquired by, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder of the Term, Lessee shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]sublease.

Affiliate Transfers. Notwithstanding anything Tenant shall have the right, without Landlord's consent and without triggering Landlord's rights under Paragraph 9(c), (d) and (f), but with written notice to the contrary Landlord at least ten (10) days prior thereto, to enter into an Assignment of Tenant's interest in the Lease or a Sublease (as amended by this Amendment) including without limitation Article 12 thereof, a subletting by Lessee of all or a any portion of the Premises to an Affiliate (as defined below) of Lessee shall not require Lessor’s consentTenant, provided that (i) Lessee notifies Lessor in connection with an Assignment that is not a Sublease, the Affiliate delivers to Landlord concurrent with such Assignment a written notice of any such subletting prior the Assignment and an assumption agreement whereby the Affiliate assumes and agrees to perform, observe and abide by the terms, conditions, obligations, and provisions of this Lease arising from and after the effective date thereof and promptly supplies Lessor with any documents or information reasonably requested by Lessor regarding such subletting, of the assignment; and (ii) the net worth assignee or sublessee remains an Affiliate throughout the term of such Affiliate this Lease (and, in connection with an Assignment that is not less than reasonably required a Sublease, the assumption agreement shall contain provisions consistent with the provisions of this subparagraph allowing Landlord to fulfill terminate this Lease at such time as the terms entity is no longer an Affiliate of the subleaseoriginal Tenant). Any assignment of the Sublease If this Lease is assigned or sublet to an Affiliate of Lessee shall and thereafter any circumstance occurs which causes such assignee or sublessee to no longer be subject to all the terms and provisions of Article 12 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee the assigning or subleasing Tenant, Tenant shall give written notice thereof to Landlord, which notice, to become effective, shall refer to Landlord's right to terminate this Lease pursuant to this subparagraph, in the event of an Assignment, or to cause Tenant to terminate the Sublease, in the event of a Sublease ("Affiliation Termination Notice"). Following occurrence of the circumstance giving rise to the discontinuation of such assignee or sublessee being an Affiliate ("Affiliate Termination") of the assigning or subleasing Tenant, Landlord shall be entitled to terminate this Lease in the event of an Assignment, or to cause Tenant to terminate the Sublease in the event of a Sublease, unless Landlord has given its prior written consent to such circumstance, which consent shall not be unreasonably withheldwithheld by Landlord so long as, in the event of an Assignment, such assignee (after giving effect to such circumstance) has financial strength (as demonstrated by audited financial statements) equal to or greater than the assigning or subleasing Tenant (including its net worth) as of the date of execution of this Lease, or the assigning or subleasing Tenant executes a guaranty in usual form reasonably acceptable to Landlord (however, this does not imply that Tenant would be released without such guaranty). The No Sublease or Assignment by Tenant made pursuant to this Paragraph shall relieve Tenant of Tenant's obligations under this Lease. As used in this paragraph, the term “"Affiliate” " shall mean (a) any and collectively refer to a corporation or other entity that which controls, is controlled by, controls by or is under common control withwith Tenant, Lessee, by means of an ownership of either (baa) any entity that merges with, is acquired by, or acquires Lessee through more than fifty percent (50%) of the purchase outstanding voting shares of stock, membership stock or partnership interests or assetsother ownership interests, or (cbb) any entity that becomes a parent, successor or Affiliate of Lesseestock, or is a successor of Lessee by reason of mergerpartnership or other ownership interests, consolidationwhich provide the right to control the operations, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 transactions and continuing throughout the remainder activities of the Term, Lessee shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]applicable entity.

Affiliate Transfers. Notwithstanding anything to the contrary contained herein, Tenant shall have the right, without the consent of Landlord, but upon written notice to Landlord within ten (10) Business Days after the effective date of any such transfer, and in accordance with the other provisions of this Article 7 as if consent had been obtained, to assign this Lease as to all or any part of the Premises, or sublet the whole or part of the Premises to (i) any person or entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with Tenant; (ii) any successor entity resulting from a merger or consolidation with Tenant; or (iii) any entity that acquires all or substantially all of the assets of any business unit of Tenant, and that occupies any portion of the Premises, in one or more transactions (each of the persons and entities described in (i)-(iii) hereinafter called an “Affiliate”), provided that such transfer is not for purposes of avoiding Tenant’s obligations hereunder. As used in this Article 7, “control” means the power to direct or cause the direction of the day-to-day management and policies of such entity, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Provided that the transferee Affiliate (a) has a credit worthiness comparable to that of Tenant, or (b) provides a Letter of Credit (the “New LC”) in an initial amount equal to $500,000 multiplied by the remaining years, or portions thereof, in the Sublease (initial Lease Term and then proportionally adjusted to reflect the percentage of the Rent payable under this Lease represented by the Rent to be paid by the Affiliate, Tenant shall be released from the obligations of Tenant under this Lease as amended by this Amendment) including without limitation Article 12 thereof, a subletting by Lessee of all or a to the portion of the Premises to an Affiliate (as defined below) of Lessee shall not require Lessor’s consent, provided that (i) Lessee notifies Lessor of any such subletting prior so assigned or sublet to the effective date thereof and promptly supplies Lessor with any documents or information reasonably requested by Lessor regarding such subletting, and (ii) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of the subleaseAffiliate. Any assignment of the Sublease to an Affiliate of Lessee The New LC shall be subject to all on terms otherwise consistent with the terms and provisions requirements of Article 12 Section 3.4 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the SubleaseLease; provided, however, Lessor’s consent to the New LC shall remain in place for the balance of initial Lease Term but shall be reduced each year on a straight line basis. By way of example, if Tenant proposes such an assignment for an Affiliate not meeting the credit worthiness standard when six (6) years remain on the initial Lease Term, and for half the amount of the Sublease Rent being paid by Tenant then, if Tenant seeks to an Affiliate of Lessee be released under this Lease, then the New LC shall not be unreasonably withheld. The term “Affiliate” shall mean equal to $3,000,000 (asix (6) any entity that is controlled by, controls or is under common control with, Lessee, years times $500,000) divided by two (b) any entity that merges with, is acquired by2), or acquires Lessee through $1,500,000 and the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder New LC would be reduced on each anniversary of the Termassignment by $250,000). If a New LC is provided as described herein, Lessee Tenant’s Letter of Credit shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]be reduced by an equal amount.

Affiliate Transfers. Notwithstanding anything the foregoing provisions of this Article to the contrary in the Sublease (as amended by contrary, Tenant shall be permitted to assign this Amendment) including without limitation Article 12 thereofLease, a subletting by Lessee of or sublet all or a portion of the Premises to an Affiliate (as defined below) of Lessee shall not require Lessor’s consentPremises, provided that (i) Lessee notifies Lessor of any such subletting prior to the effective date thereof and promptly supplies Lessor with any documents or information reasonably requested by Lessor regarding such subletting, and (ii) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of the sublease. Any assignment of the Sublease to an Affiliate of Lessee Tenant without the prior consent of Landlord, if all of the following conditions are first satisfied: (a) Tenant shall not then be subject in default under this Lease; (b) a fully executed copy of such assignment or sublease, the assumption of this Lease by the assignee or acceptance of the sublease by the sublessee, and such other information regarding the assignment or sublease as Landlord may reasonably request, shall have been delivered to Landlord; (c) the Premises shall continue to be operated solely for the Permitted Uses or other use acceptable to Landlord in its sole discretion; (d) any guarantor of this Lease reaffirms that its Guaranty remains in full force and effect; and (e) Tenant shall pay all costs reasonably incurred by Landlord in connection with such assignment or subletting, including without limitation attorneys’ fees. Tenant acknowledges (and, at Landlord’s request, at the time of such assignment or subletting shall confirm) that in each instance Tenant shall remain liable for performance of the terms and provisions of Article 12 conditions of the Sublease (as amended by this Amendment) and shall be for not less than Lease despite such assignment or subletting. As used herein the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean an entity which (ai) any entity that directly or indirectly controls Tenant or (ii) is controlled by, controls under the direct or indirect control of Tenant or (iii) is under common direct or indirect control with, Lesseewith Tenant, (biv) any entity that merges with, is acquired bythe successor in interest to Tenant by way of merger or consolidation, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder all of the Term, Lessee shall have the use stock of 228 unreserved parking spaces. Except as hereby amended, Tenant or of all other terms and conditions of the Sublease will remain unchanged and in full force and effectassets of Tenant, so long as the net worth of the surviving or successor entity following such transaction is at least as much as the net worth of Tenant immediately preceding the transaction or at the Lease Commencement Date, whichever is higher. [Signatures contained on next pages]Control shall mean ownership of fifty-one percent (51%) or more of the voting securities or rights of the controlled entity.

Affiliate Transfers. Notwithstanding anything to the contrary contained in this section, an assignment of the Sublease (as amended by this Amendment) including without limitation Article 12 thereof, a subletting by Lessee Lease or sublease of all or a any portion of the Premises to any entity which controls or is controlled by Tenant or which acquires all or substantially all of the assets of Tenant or which is the surviving entity resulting from a merger or consolidation of Tenant (in each such case, an Affiliate (as defined below) of Lessee “Affiliate”), shall not require LessorLandlord’s consentconsent under this section, provided that at least fifteen (15) days prior to such assignment or sublease (i) Lessee Tenant provides Landlord with reasonable evidence that any such entity maintains annual revenues sufficient to meet the financial obligations hereunder; (ii) Tenant notifies Lessor Landlord in writing of any such subletting assignment or sublease and provides Landlord with evidence that such assignment or sublease is a Transfer permitted by this section; (iii) prior to the effective date thereof an assignment or sublease will take effect, the assignee or sublessee and promptly supplies Lessor with any documents Tenant shall enter into a consent to sublease agreement or information reasonably requested by Lessor regarding such sublettingconsent to assignment agreement using the forms attached hereto as Exhibit F (the “Transfer Agreements”), and (iiiv) Tenant shall pay the net worth reasonable costs and expenses (including legal fees not to exceed the maximum amount set forth in section 12.8) incurred by Landlord in confirming that the assignment or sublease meets the requirements of such this section and in preparing any Transfer Agreement. Whether or not an assignment or sublease to an Affiliate is not less than reasonably required made pursuant to fulfill the terms of the sublease. Any assignment of the Sublease to an Affiliate of Lessee shall be subject to all the terms and provisions of Article 12 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; providedsection, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee Tenant shall not be unreasonably withheldrelieved of its obligations under this Lease. The term “Affiliate” shall mean (a) any entity that is controlled by, controls or is under common control with, Lessee, (b) any entity that merges with, is acquired by, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 Sections 12.6 and continuing throughout the remainder 12.7 of the Term, Lessee Lease shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]not apply to assignments or subleases to Affiliates.

Affiliate Transfers. Notwithstanding anything to the contrary contained in the Sublease (as amended by this Amendment) including without limitation Article 12 thereof14, an assignment of this Lease or a subletting by Lessee of all or a portion of the Premises to an Affiliate entity which is controlled by, controls, or is under common control with, Tenant or any corporation or other business entity that succeeds to the business of Tenant as a result of a merger, consolidation, sale of substantially all of the assets, or other business reorganization (as defined below“Affiliate”) of Lessee Tenant shall not require Lessorbe deemed a Transfer requiring Landlord’s consentconsent under this Article 14, provided that (i) Lessee Tenant notifies Lessor Landlord of any such subletting assignment or sublease prior to the effective date thereof and promptly supplies Lessor Landlord with any documents or information reasonably requested by Lessor Landlord regarding such sublettingassignment or sublease or such Affiliate (including, and in the event of an assignment, evidence of the assignee’s assumption of Tenant’s obligations under this Lease or, in the event of a sublease, evidence of the sublessee’s assumption, in full, of the obligations of Tenant with respect to the portion of the premises so subleased, other than the payment of rent), (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such assignment or sublease does not cause Landlord to be in default under any lease at the Property, (iv) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of the sublease. Any assignment of the Sublease to an Affiliate of Lessee shall be subject reasonably sufficient to meet the obligations undertaken by such Affiliate with respect to this Lease, taking into a account all the terms relevant factors, and (v) with respect to a subletting only, Tenant and such Affiliate execute Landlord’s standard consent to sublease form. The provisions of Article 12 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee Section 14.9 shall not be unreasonably withheldavailable to any assignee or sublessee of Tenant’s interest in this Lease, unless such transferee obtained its interest in this Lease pursuant to the provisions of this Section 14.9. The term “Affiliate” Notwithstanding the foregoing, any subtenant or assignee shall mean (a) any entity that is controlled by, controls or is under common control with, Lessee, (b) any entity that merges with, is acquired by, or acquires Lessee through comply with the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder of the Term, Lessee shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of Section 13.A (ERISA Compliance) of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]Sixth Amendment.”

Affiliate Transfers. Notwithstanding anything to the contrary contained in the Sublease (as amended by this Amendment) including without limitation Article 12 thereof14, a an assignment or subletting by Lessee of all or a portion of the Premises to an Affiliate affiliate (as defined below“Affiliate”) of Lessee Tenant (an entity which is controlled by, controls, or is under common control with, Tenant or results from a merger including Tenant), shall not require Lessor’s consentbe deemed a Transfer under this Article 14, provided that (i) Lessee Tenant notifies Lessor Landlord of any such subletting assignment or sublease prior to the effective date thereof and promptly supplies Lessor Landlord with any documents or information reasonably requested by Lessor Landlord regarding such sublettingassignment or sublease or such Affiliate (including evidence of the assignee’s assumption of Tenant’s obligations under this Lease in the event of an assignment), (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such assignment or sublease does not cause Landlord to be in default under any existing lease at the Real Property, and (iiiv) the net worth of such Affiliate is not less than reasonably required at least equal to fulfill the terms net worth of Tenant and any guarantor hereof as of the subleasedate of such sublease or assignment. Any assignment An assignee of Tenant’s entire interest in this Lease pursuant to the immediately preceding sentence may be referred to herein as an “Affiliated Assignee.” “Control,” as used in this Article 14, shall mean the ownership, directly or indirectly, of greater than fifty percent (50%) of the Sublease to an Affiliate of Lessee shall be subject to all the terms and provisions of Article 12 voting securities of, or possession of the Sublease right to vote, in the ordinary direction of its affairs, of greater than fifty percent (as amended by this Amendment50%) and shall be for not less than the entirety of the Premises under the Sublease; providedvoting interest in, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean (a) any entity that is controlled by, controls or is under common control with, Lessee, (b) any entity that merges with, is acquired by, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder of the Term, Lessee shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]entity.

Affiliate Transfers. Notwithstanding anything to the contrary contained in the Sublease (as amended by this Amendment) including without limitation Article 12 thereofLease, a an assignment or subletting by Lessee of all or a portion of the Premises to an Affiliate affiliate (as defined below“Affiliate”) of Lessee Tenant (an entity which is controlled by, controls, or is under common control with, Tenant or any corporation or other business entity that succeeds to the business of Tenant in the Premises as a result of a merger, consolidation, sale of assets, or other business reorganization), shall not require Lessor’s consentbe deemed a Transfer under Article 13 of the Original Lease, provided that (i) Lessee Tenant notifies Lessor Landlord of any such subletting assignment or sublease prior to the effective date thereof and promptly supplies Lessor Landlord with any documents or information reasonably requested by Lessor Landlord regarding such sublettingassignment or sublease or such Affiliate (including, and in the event of an assignment, evidence of the assignee’s assumption of Tenant’s obligations under the Lease or, in the event of a sublease, evidence of the sublessee’s assumption, in full, of the obligations of Tenant with respect to the portion of the Premises so subleased, other than the payment of rent), (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under the Lease, (iii) such assignment or sublease does not cause Landlord to be in default under any existing lease at the Project, (iv) the net worth of such Affiliate is not less than reasonably required at least equal to fulfill the terms net worth of Tenant and any guarantor hereof as of the sublease. Any assignment date of the Sublease Lease, and (v) with respect to a subletting only, Tenant and such Affiliate execute Landlord’s standard consent to sublease form. An assignee of Tenant’s entire interest in the Lease pursuant to the immediately preceding sentence may be referred to herein as an Affiliate “Affiliated Assignee.” “Control,” as used in this Article 14, shall mean the ownership, directly or indirectly, of Lessee shall be subject to all the terms and provisions of Article 12 greater than fifty-one percent (51%) of the Sublease (as amended by this Amendment) and shall be for not less than the entirety voting securities of, or possession of the Premises under right to vote, in the Sublease; providedordinary direction of its affairs, however, Lessor’s consent to an assignment of greater than fifty-one percent (51%) of the Sublease to voting interest in, an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean (a) any entity that is controlled by, controls or is under common control with, Lessee, (b) any entity that merges with, is acquired by, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder of the Term, Lessee shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]entity.

Affiliate Transfers. Notwithstanding anything to the contrary contained in the Sublease (as amended by this Amendment) including without limitation Article 12 thereof14, a an assignment or subletting by Lessee of all or a portion of the Premises to an Affiliate affiliate (as defined below"Affiliate") of Lessee shall not require Lessor’s consent, provided that Tenant (i) Lessee notifies Lessor of any such subletting prior to the effective date thereof and promptly supplies Lessor with any documents or information reasonably requested by Lessor regarding such subletting, and (ii) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of the sublease. Any assignment of the Sublease to an Affiliate of Lessee shall be subject to all the terms and provisions of Article 12 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean (a) any entity that which is controlled by, controls controls, or is under common control with, Lessee, (b) any entity that merges with, is acquired byTenant, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate affiliate of LesseeTenant, or is a successor of Lessee Tenant by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets) shall not be deemed a Transfer under this Article 14, Parking. Effective as provided that (i) Tenant notifies Landlord of September 1any such assignment or sublease prior to the effective date thereof and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease to such Affiliate (including, 2010 and continuing throughout in the remainder event of an assignment, evidence of the Termassignee's assumption of Tenant's obligations under this Lease or, Lessee shall have in the use event of 228 unreserved parking spaces. Except as hereby amendeda sublease, all other terms and conditions evidence of the Sublease will remain unchanged sublessee's assumption, in full, of the obligations of Tenant with respect to the portion of the Premises so subleased, other than the payment of rent), (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such assignment or sublease does not cause Landlord to be in default under any existing lease at the Building, and (iv) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of this Lease. An assignee of Tenant's entire interest in full force and effectthis Lease pursuant to the immediately preceding sentence may be referred to herein as an "Affiliated Assignee." "Control," as used in this Article 14 shall mean the ownership, directly or indirectly, of greater than fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of greater than fifty-one percent (51%) of the voting interest in, an entity. [Signatures Nothing contained on next pages]in this Section 14.7 shall be deemed to release Tenant from its obligations under this Lease.

Affiliate Transfers. Notwithstanding anything to the contrary in the Sublease (as amended by set forth herein, Tenant shall be permitted to assign this Amendment) including without limitation Article 12 thereofLease, a subletting by Lessee of or sublet all or a portion of the Premises Premises, to an Affiliate without the prior consent of Landlord, if all of the following conditions are first satisfied: (a) Tenant shall give Landlord at least thirty (30) days prior written notice of such assignment or subletting; (b) no Event of Default has occurred and is continuing under this Lease; (c) a fully executed copy of such assignment or sublease, the assumption of this Lease by the assignee or acceptance of the sublease by the sublessee, or a copy of the merger, consolidation or stock purchase agreement, as defined belowapplicable, and such other information regarding the assignment or sublease as Landlord may reasonably request, shall have been delivered to Landlord; (d) of Lessee the Premises shall not require Lessor’s consent, provided that continue to be operated solely for the use specified in this Lease; (ie) Lessee notifies Lessor of any Tenant shall pay all costs reasonably incurred by Landlord in connection with such subletting prior to the effective date thereof and promptly supplies Lessor with any documents assignment or information reasonably requested by Lessor regarding such subletting, including, without limitation, attorneys’ fees, not to exceed $5,000; and (iif) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of the sublease. Any assignment of the Sublease to remains an Affiliate of Lessee shall be subject to all Tenant during the terms Term of this Lease; and provisions of Article 12 (g) the combined Net Worth of the Sublease (as amended by this Amendment) Affiliate and shall be for not less Tenant at the time of such assignment or subletting is equal to or greater than $10,000,000. As used herein, the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean an entity which (ai) any entity that directly or indirectly controls the subject party, (ii) is controlled byunder the direct or indirect control of the subject party, controls or (iii) is under common direct or indirect control with, Lesseewith the subject party, (biv) any entity that merges with, with which the subject party is acquired by, merged or acquires Lessee through the purchase of stock, membership or partnership interests or assetsconsolidated, or (cv) any entity that becomes a parent, successor which acquires all or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder substantially all of the Termsubject party’s assets or stock. Control shall mean ownership of fifty-one percent (51%) or more of the voting securities or rights of the controlled entity. Xxxxxx acknowledges and agrees (and agrees at the time of such assignment or subletting to confirm) that in each instance described above, Lessee Xxxxxx shall have remain liable for the use performance of 228 unreserved parking spaces. Except as hereby amended, all other the terms and conditions of this Lease despite such assignment or subletting. “Net Worth” of Tenant as described in this Lease shall mean the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]net worth of Tenant determined using audited financial statements prepared using generally accepted accounting principles consistently applied by an independent firm of certified public accountants engaged by Xxxxxx.

Affiliate Transfers. Notwithstanding anything to the contrary contained in the Sublease (as amended by this Amendment) including without limitation Article 12 thereof14, an assignment of this Lease or a subletting by Lessee of all or a portion of the Premises to an Affiliate affiliate (as defined below“Affiliate”) of Lessee Tenant (an entity which is controlled by, controls, or is under common control with, Tenant or any corporation or other business entity that succeeds to the business of Tenant as a result of a merger, consolidation, sale of assets, or other business reorganization), shall not require Lessor’s consentbe deemed a Transfer under this Article 14, provided that (i) Lessee Tenant notifies Lessor Landlord of any such subletting assignment or sublease prior to the effective date thereof and promptly supplies Lessor Landlord with any documents or information reasonably requested by Lessor Landlord regarding such sublettingassignment or sublease or such Affiliate (including, and in the event of an assignment, evidence of the assignee’s assumption of Tenant’s obligations under this Lease or, in the event of a sublease, evidence of the sublessee’s assumption, in full, of the obligations of Tenant with respect to the portion of the Premises so subleased, other than the payment of rent), (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such assignment or sublease does not cause Landlord to be in default under any lease at the Real Property, (iv) the net worth of such Affiliate is not less than reasonably required at least equal to fulfill the terms net worth of Tenant and any guarantor hereof as of the subleasedate of this Lease, and (v) with respect to a subletting only, Tenant and such Affiliate execute Landlord’s standard consent to sublease form. Any assignment An assignee of Tenant’s entire interest in this Lease pursuant to the immediately preceding sentence may be referred to herein as an “Affiliated Assignee.” “Control,” as used in this Article 14, shall mean the ownership, directly or indirectly, of greater than fifty-one percent (51%) of the Sublease voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of greater than fifty-one percent (51%) of the voting interest in, an entity. The provisions of this Section 14.7 shall not be available to any assignee or sublessee of Tenant’s interest in this Lease, unless such Transferee obtained its interest in this Lease pursuant to the provisions of this Section 14.7. In no event shall Tenant be released from liability in connection with any assignment or sublease to an Affiliate of Lessee shall be subject pursuant to all the terms and provisions of Article 12 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean (a) any entity that is controlled by, controls or is under common control with, Lessee, (b) any entity that merges with, is acquired by, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder of the Term, Lessee shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]Section 14.7.

Affiliate Transfers. Notwithstanding anything contained in this Article VII to the contrary contrary, provided no Event of Default has occurred and is continuing, Tenant may, after ten (10) days’ prior written notice to Landlord (which notice shall contain a written certificate from Tenant, signed by an authorized representative of Tenant, containing a representation that the proposed assignee, transferee or subtenant is an Affiliate, as hereinafter defined) but without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in Sections 7.3, 7.4 and 7.5 below, assign or transfer its entire interest in this Lease or sublease the Sublease (as amended by this Amendment) including without limitation Article 12 thereof, a subletting by Lessee of all entire or a any portion of the Premises to any of the following (each, an Affiliate “Affiliate”): (i) to a corporation or other business entity (herein sometimes referred to as defined belowa “successor corporation”) into or with which Tenant shall be merged or consolidated, or to which substantially all of Lessee shall not require Lessor’s consentthe assets of Tenant may be transferred or sold, provided that such successor corporation shall have a tangible net worth and liquidity at least equal to the tangible net worth and liquidity of Tenant as of the date of such assignment or transfer or which is otherwise reasonably acceptable to Landlord taking into account, to the extent Tenant will continue in existence following the transfer or transaction, the fact that the original Tenant under this Lease is not being released, or (iii) Lessee notifies Lessor to a corporation or other business entity (herein sometimes referred to as a “related corporation”) which shall, directly or indirectly, control, be controlled by or be under common control with Tenant, provided in either case that (1) in the case of an assignment of Tenant’s interest in this Lease, such Affiliate shall assume in writing all of the obligations and liabilities of Tenant under this Lease (without relieving Tenant therefrom) and (2) the proposed use of the Premises is in compliance with Article VI. In the event of any such subletting prior to the effective date thereof and promptly supplies Lessor with any documents assignment or information reasonably requested by Lessor regarding such subletting, Tenant shall remain fully liable as a primary obligor for the payment of all Rent, additional rent and other charges required hereunder and for the performance of all obligations to be performed by Tenant hereunder. For purposes of clause (ii) the net worth above, “control” shall be deemed to be ownership of such Affiliate is not less more than reasonably required to fulfill the terms fifty percent (50%) of the sublease. Any assignment stock or other voting interest of the Sublease controlled corporation or other business entity, or otherwise having the right (including, without limitation, by contract) to direct the business affairs of Tenant. Notwithstanding the foregoing, if Tenant structures one or more assignment or sublease transactions to an entity that meets the definition of an Affiliate as specified above for the purpose of Lessee circumventing the restrictions on subleases and assignments provided elsewhere in this Article VII and not for a legitimate business purpose, then such subtenant(s) or assignee(s) shall conclusively be deemed not to be an Affiliate and subject to all the terms and provisions of Article 12 such restrictions. Notwithstanding any of the Sublease foregoing in the event Tenant is prevented from giving the ten (as amended by 10) day prior notice required under this AmendmentSection 7.1(c) and shall be for not less than due to the entirety requirements of the Premises under the Sublease; providedany Law or confidentiality agreement to which Tenant is bound, however, Lessor’s consent within five (5) days after Tenant is permitted to an assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean (a) any entity that is controlled by, controls or is under common control with, Lessee, (b) any entity that merges with, is acquired by, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder of the Term, Lessee shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]give such notice.

Affiliate Transfers. Notwithstanding anything to the contrary contained in the Sublease (as amended by this Amendment) including without limitation Article 12 thereof14, a an assignment or subletting by Lessee of all or a portion of the Premises to an Affiliate affiliate (as defined below"Affiliate") of Lessee shall not require Lessor’s consent, provided that Tenant (i) Lessee notifies Lessor of any such subletting prior to the effective date thereof and promptly supplies Lessor with any documents or information reasonably requested by Lessor regarding such subletting, and (ii) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of the sublease. Any assignment of the Sublease to an Affiliate of Lessee shall be subject to all the terms and provisions of Article 12 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean (a) any entity that which is controlled by, controls controls, or is under common control with, Lessee, (b) any entity that merges with, is acquired byTenant, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate affiliate of LesseeTenant, or is a successor of Lessee Tenant by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets) shall not be deemed a transfer under this Article 14, Parking. Effective as provided that (i) Tenant notifies Landlord of September 1any such assignment or sublease prior to the effective date thereof (except where contractual confidentiality restrictions prohibit such prior notice, 2010 in which case Tenant shall provide to Landlord within fifteen (15) days after such assignment or sublease) and continuing throughout promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease to such Affiliate (including, in the remainder event of an assignment, evidence of the Termassignee's assumption of Tenant's obligations under this Lease or, Lessee shall have in the use event of 228 unreserved parking spaces. Except as hereby amendeda sublease, all other terms and conditions evidence of the Sublease will remain unchanged sublessee's assumption, in full, of the obligations of Tenant with respect to the portion of the Premises so subleased, other than the payment of rent), (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under his Lease, (iii) any such sublease does not cause Landlord to be in default under any existing lease at the Building, and (iv) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of this Lease. An assignee of Tenant's entire interest in full force and effectthis Lease pursuant to the immediately preceding sentence may be referred to herein as an "Permitted Assignee." "Control," as used in this Article 14 shall mean the ownership, directly or indirectly, of greater than fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of greater than fifty-one percent (51%) of the voting interest in, an entity. [Signatures Nothing contained on next pages]in this Section 14.4 shall be deemed to release Tenant from its obligations under this Lease.

Affiliate Transfers. Notwithstanding anything to the contrary contained in the Sublease (as amended by this Amendment) including without limitation Article 12 thereof14, a an assignment or subletting by Lessee of all or a portion of the Premises to an Affiliate affiliate of Tenant (as defined below) of Lessee shall not require Lessor’s consent, provided that (i) Lessee notifies Lessor of any such subletting prior to the effective date thereof and promptly supplies Lessor with any documents or information reasonably requested by Lessor regarding such subletting, and (ii) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of the sublease. Any assignment of the Sublease to an Affiliate of Lessee shall be subject to all the terms and provisions of Article 12 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean (a”) any is hereby defined as an entity that which is controlled by, controls controls, or is under common control with, Lessee, (b) any entity that merges with, is acquired byTenant, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate affiliate of LesseeTenant, or is a successor of Lessee Tenant by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets) shall not be deemed a transfer under this Article 14 and Landlord’s consent shall not be required, Parking. Effective as nor shall the provisions of September 1Section 14.3 apply, 2010 provided that (i) Tenant notifies Landlord of any such assignment or sublease prior to the effective date thereof and continuing throughout promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease to such Affiliate (including, in the remainder event of an assignment, evidence of the Termassignee’s assumption of Tenant’s obligations under this Lease or, Lessee shall have in the use event of 228 unreserved parking spaces. Except as hereby amendeda sublease, all other terms and conditions evidence of the Sublease will remain unchanged sublessee’s assumption, in full, of the obligations of Tenant with respect to the portion of the Premises so subleased, other than the payment of rent), (ii) such assignment or sublease is not a subterfuge by Tenant solely to avoid its obligations under this Lease, (iii) such assignment or sublease does not cause Landlord to be in default under any existing lease at the Building, and (iv) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of this Lease as determined by Landlord exercising its commercially reasonable business judgment. An assignee of Tenant’s entire interest in full force and effectthis Lease pursuant to the immediately preceding sentence may be referred to herein as an “Affiliated Assignee.” “Control,” as used in this Article 14 shall mean the ownership, directly or indirectly, of greater than fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of greater than fifty-one percent (51%) of the voting interest in, an entity. [Signatures Nothing contained on next pages]in this Section 14.7 shall be deemed to release Tenant from its obligations under this Lease.