Common use of By Tenant Clause in Contracts

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy by other than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned or assign delayed. Without limiting the generality of the foregoing, Tenant acknowledges that it shall be reasonable for Landlord to withhold its interest consent to any modification, alteration or improvement if, in Landlord’s reasonable judgment, such modification, alteration or improvement would adversely affect the structure of the Building, any of the Building’s systems, the appearance of the Building or the value or utility of the Leased Premises. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), in substantial compliance with the aforementioned Landlord-approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this LeaseLease have been satisfied, whether voluntarily (iii) Tenant shall have given Landlord at lease five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or by operation improvements whatsoever to the Outside Areas or the exterior or structural components of Lawthe Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises unless otherwise provided herein without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or assignment the like. Notwithstanding the foregoing, Tenant, without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under consent (but subject to the other terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision and conditions of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting6), Landlord and Tenant acknowledge that it shall be reasonable for Landlord permitted to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior make alterations to the assignment Leased Premises which do not affect the structure of the Building or subleasethe Leased Premises, filed for bankruptcy protectiondo not affect the plumbing, has been electrical, mechanical or other systems of the subject of an involuntary bankruptcy that was Building and do not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with affect the proposed assignee or sublessee; (f) the use appearance of the Leased Premises by viewed from the proposed assignee exterior, provided that: (a) such alterations do not exceed $25,000 individually or sublessee will violate any applicable Law$100,000 in the aggregate in each calendar year, ordinance or regulation; (gb) Tenant shall timely provide Landlord the proposed assignee or sublessee isnotice required pursuant to Paragraph 4.9 above, as (c) Tenant shall provide Landlord, promptly following the completion of the date alteration, with a set of the plans and specifications therefor, either “as built” or marked to show construction changes made, and (d) if requested by Landlord, Tenant shall, on or before the expiration or earlier termination of this Lease, remove any such alteration that is not an improvement that would be typically found in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates an office space environment and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of restore the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisestheir condition prior to such alteration, reasonable wear and tear excepted.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord's reasonable discretion. All such modifications, alterations or assign improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at lease five business days prior written notice of its interest intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises, without the prior written consent of Landlord in accordance with Section 4.2. As used in this LeaseArticle, whether voluntarily the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or by operation of Lawthe like. Notwithstanding the foregoing, Tenant, without Landlord’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord permitted to withhold its consent in make non-structural alterations to the following instances: Building, provided that: (a) such alterations do not exceed $10,000 individually or $100,000 in the proposed assignee or sublessee is a governmental agency; aggregate, (b) Tenant shall timely provide Landlord the proposed use is not a Permitted Use; notice required pursuant to Paragraph 4.9 above, (c) Tenant shall notify Landlord in Landlord’s reasonable judgmentwriting within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, the financial worth of a proposed assignee is less than that of Tenant either "as built" or does not meet the credit standards applied by Landlord; marked to show construction changes made, and (d) Tenant shall, upon Landlord's request, remove the proposed assignee or sublessee has, in alteration at the five years prior to termination of the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of Lease and restore the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required their condition prior to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessuch alteration.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, or permit the occupancy of the Premises by other than Tenant, whether voluntarily or by operation of Law, without Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned or delayedwithheld and shall be given within the time periods set forth in Paragraph 7.3 below. Any attempted subletting or assignment assignment, or occupancy of the Leased Premises by other than Tenant, without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord’s reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy other than for a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment (or sublease, any of its affiliates) has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (ed) Landlord has experienced a previous uncured material default by (or any of its affiliates) is in litigation with the proposed assignee or sublesseesublessee (or any of their affiliates); (e) in Landlord’s reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance Law or regulationRestriction; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (jh) Tenant is in the case monetary or material non-monetary default of a subletting any obligation of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements Tenant under this Lease with respect to be made outside of the Leased Premiseswhich it has received written notice from Landlord.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowTenant shall, Tenant shall at its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are not sublet the Leased Premises or any portion thereof or assign its interest in Landlord’s express responsibility under this Lease, whether voluntarily and shall keep the Premises in good condition and repair, ordinary wear and tear and Casualty excepted. Tenant’s repair obligations include repairs to: (1) floor coverings and/or raised flooring; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and data cabling and related equipment that is installed by or for the benefit of Tenant and located in the Premises or other portions of the Building; (6) air conditioning units serving Tenant exclusively (if applicable); (7) any kitchen equipment or similar facilities serving Tenant exclusively (if applicable); (8) phone rooms used exclusively by operation Tenant; (9) Alterations performed by contractors retained by or on behalf of LawTenant, without including related HVAC balancing; and (10) all of Tenant’s furnishings, trade fixtures, equipment and personal property. If Tenant fails to commence any such needed repairs within five (5) days of Landlord’s written request, Landlord reserves the right to perform any of the foregoing maintenance or repair obligations (other than with respect to subsection (10)) or require that such obligations be performed by a contractor reasonably approved by Landlord, all at Tenant’s expense. All work shall be performed in accordance with the rules and procedures described in Section 8(a), except that any repairs in the ordinary course constituting Permitted Alterations shall not require prior notice to Landlord or Landlord’s prior written consent, which consent thereto. If Tenant fails to make any repairs to the Premises for more than fifteen (15) days after notice from Landlord (although notice shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenantrequired if there is an emergency, or if the acceptance of rent by Landlord area to be repaired is visible from Tenant with knowledge of a violation the exterior of the provisions of this paragraphProject), shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent may, in addition to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting other remedy available to Landlord, make the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettingrepairs, Landlord and Tenant acknowledge that it shall be pay the reasonable for cost of the repairs to Landlord to withhold its consent in the following instances: within thirty (a30) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject days after receipt of an involuntary bankruptcy that was not discharged within ninety invoice, together with an administrative charge in an amount equal to ten percent (9010%) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as cost of the date repairs. At the expiration or sooner termination of this Lease, Tenant shall surrender the Premises in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates good condition, excepting reasonable wear and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms tear and provisions losses required to be included restored by Landlord. All personal property of Tenant, including goods, wares, merchandise, inventory, trade fixtures and other personal property of Tenant, shall be stored at the sole risk of Tenant. Except to the extent caused by the gross negligence or willful misconduct of Landlord or its agents, Landlord or its agents shall not be liable under any circumstances for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Project or from the pipes, appliances or plumbing works therein or from the roof, street, sidewalks or subsurface or from any other places resulting from dampness or any other cause whatsoever, or from the act or negligence of any other tenant or any officer, agent, employee, contractor or invitee of any such tenant, it being understood that Tenant’s sole recourse in the event of any such loss, injury or damage will be to file a claim on the insurance policies that Tenant is required to maintain pursuant to this Article 7; Section 11(a). It is generally understood that mold spores are present essentially everywhere and that mold can grow in most any moist location. Emphasis is properly placed on prevention of moisture and on good housekeeping, ventilation and moisture control practices. Tenant shall promptly report any maintenance problems involving water, moist conditions or mold to the property manager for the Project (i) there is an Event of Default under the “Property Manager”), and shall conduct its activities in the Building in a manner that prevents unusual moisture conditions or mold growth. In signing this Lease, Tenant has first inspected the Premises and certifies that it has not observed mold, mildew or there have been three moisture within the Premises. Tenant relieves Landlord from any liability for any bodily injury or more Events damages to property caused by or associated with moisture or the growth of Default during or occurrence of mold or mildew on the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except The following provisions shall apply to any assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this paragraph as expressly permitted in Paragraph 7.2 below, "Tenant"): A. Tenant shall not sublet do any of the Leased Premises or any portion thereof or assign its interest in this Leasefollowing (collectively referred to herein as "Transfer"), whether voluntarily voluntarily, involuntarily, or by operation of Lawlaw, without Landlord’s the prior written consentconsent of Landlord, which consent shall not be unreasonably withheld: (i) assign or otherwise transfer its interest in this Lease or in the Leased Premises; (ii) sublet all or any part of the Leased Premises or allow it to be sublet, conditioned occupied, or delayedused by any person or entity other than Tenant; (iii) transfer any right appurtenant to this Lease or the Leased Premises; (iv) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (v) terminate or materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs and attorney's fees incurred by Landlord in connection with the processing and/or documentation of any requested Transfer, whether or not Landlord's consent is granted. Any Transfer so approved by Landlord shall not be effective until Tenant has paid all such costs and attorneys' fees to Landlord and delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is in form approved by Landlord, (ii) contains the same terms and conditions as stated in Tenant's notice given to Landlord pursuant to subparagraph B, below, and (iii) contains the agreement of the proposed Transferee to assume all obligations of Tenant related to the Transfer arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted subletting or assignment Transfer without Landlord’s prior written consent, at Landlord’s election, 's consent shall constitute a default by Tenant under and shall be voidable at Landlord's option. Landlord's consent to any one Transfer shall not constitute a waiver of the terms provisions of this Leaseparagraph as to any subsequent transfer nor a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or nor to be a consent to any subletting Transfer. B. Tenant shall give Landlord at least thirty (30) days prior written notice of any desired Transfer and of the proposed terms of such Transfer including but not limited to (i) the name and legal composition of the proposed Transferee; (ii) an audited financial statement, if available, or an unaudited financial statement if an audited statement is not available, of the Transferee prepared in accordance with generally accepted accounting principles for a period ending not more than one year prior to the proposed effective date of the Transfer; (iii) the nature of the proposed Transferee's business to be carried on in the Leased Premises; (iv) all consideration to be given on account of the Transfer; (v) a current financial statement of Tenant and (vi) such other information as may be requested by Landlord. Tenant's notice shall not be deemed to have been served or given until such time as Tenant has provided Landlord with all information required by this subparagraph. C. In the event that Tenant seeks to make any Transfer, Landlord shall have the right to withhold its consent to such Transfer, as permitted pursuant to this Article, or to exercise any of the rights set forth in this subparagraph, by giving Tenant written notice of its election within thirty (30) days after Tenant's notice of intent to Transfer has been given to Landlord. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed Transfer, if Landlord withholds its consent where the proposed Transferee's net worth (according to generally accepted accounting principles) is less than the greater of (i) the net worth of Tenant and Guarantors (collectively) immediately prior to the Transfer, or (ii) the net worth of Tenant and Guarantors (collectively) as of the Commencement Date, such withholding of consent shall be presumptively reasonable. The following rights are in addition to Landlord's right to withhold its consent to any Transfer and may be exercised by Landlord in its sole discretion without limiting Landlord in the exercise of any other right or remedy which Landlord may have. (1) Landlord may terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i) on the condition that the proposed Transferee immediately enter into a direct Lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease of the portion proposed to be so sublet) on the same terms and conditions contained in Tenant's notice, or (ii) so that Landlord is thereafter free to lease the Leased Premises (or, in the case of a partial sublease, the portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord. In the event Landlord elects to so terminate this Lease, then (i) if such termination is conditioned upon the execution of a lease between the Landlord and the proposed Transferee, Tenant's obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences the payment of rent, and (ii) if Landlord elects simply to terminate this Lease (or, in the case of partial sublease, terminate this Lease as to the portion to be so sublet), the Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (15) days after Landlord has notified Tenant in writing of such election. Upon such termination, Tenant shall be released from any further obligation under this Lease if it is terminated in its entirety, or shall be released from any further obligation under the Lease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of the Lease, the Base Monthly Rent shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant shall execute a cancellation and release with respect to the Lease to effect such termination. (2) Landlord may elect to permit Tenant to so assign the Lease or sublease such part of the Leased Premises, in which event Tenant may do so, but without being released of its liability for the performance of all of its obligations under the Lease. If Tenant assigns its interest in this Lease in accordance with this subparagraph (2), then Tenant shall pay to Landlord Fifty percent (50%) of all consideration received by Tenant with respect to the assignment of this Lease over and above the assignee's agreement to assume the obligations of Tenant under this Lease. If Tenant sublets all or part of the Leased Premises, then Tenant shall pay to Landlord Fifty percent (50%) of the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant, less (ii) all rent paid by Tenant to Landlord pursuant to this Lease which is allocable to the area so sublet. Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such rent and other consideration is paid to Tenant by its subtenant. Tenant's obligations under this subparagraph shall survive any assignment or sublease, and Tenant's failure to perform its obligations under this subparagraph shall be a default under this Lease. If Landlord so elects all such excess rent payments shall be made directly from the transferee to Landlord. At the time Tenant makes any payment to Landlord required by this subparagraph, Tenant shall deliver an itemized statement of the method by which the amount to which Landlord is entitled was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's and the transferee's books and records relating to the payments due pursuant to this subparagraph. Upon request therefore, Tenant and the transferee shall deliver to Landlord copies of all bills, invoices, or other documents upon which its calculations are based. Landlord may condition its approval of Transfer upon obtaining a certification from both Tenant and the proposed Transferee of all amounts that are to be paid to Tenant in connection with such Transfer. As used herein, the term "consideration" shall mean any consideration of any kind received, or to be received, by Tenant as a result of the Transfer, if such sums are related to Tenant's interest in this Lease or in the Leased Premises. D. If Tenant is a corporation or limited liability company, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock or membership interests of Tenant, shall be deemed a voluntary assignment of Tenant’s 's interest in this Lease, provided, however, that the foregoing shall not apply to a corporation the capital stock of which is publicly traded. The phrase "controlling percentage" includes, but is not limited to, the ownership of and the right to vote stock or membership interests possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock or memberships interests issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning twenty-five percent (25%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant's interest in this Lease. Without limiting In the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in event of a transaction covered by the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgmentterms of this Subsection D, the financial worth transferee or assignee (or the parent of a proposed assignee the company into which Tenant is less than that merged or which merges into Tenant) shall assume all obligations of Tenant or does not meet the credit standards applied by under this Lease. E. Tenant irrevocably assigns to Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates security for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default Tenant's obligations under this Lease, all rent or there have been three other consideration not otherwise payable to Landlord by reason of any Transfer. Landlord, as assignee of Tenant, or more Events a receiver for Tenant appointed on Landlord's application, may collect such rent or other consideration and apply it toward Tenant's obligation under this Lease, provided, however, that until occurrence of Default during the 12 months preceding the date that any default by Tenant, Tenant shall request consent; or (j) in have the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels right to collect such rent or would require improvements to be made outside of the Leased Premisesother consideration.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, (a) Tenant shall not sublet make any material alterations to or material modifications of the Leased Premises or construct any portion thereof or assign its interest improvements within the Leased Premises until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of Law, without Landlord’s prior written consentthe plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting Tenant's written request shall also contain a request for Landlord to elect whether or assignment without Landlord’s prior written consentnot it will require Tenant to remove the subject alterations, modifications or improvements at Landlord’s election, shall constitute a default by Tenant under the terms expiration or earlier termination of this Lease. The acceptance If such additional request is not included, Landlord may make such election at the expiration or earlier termination of rent this Lease (and for purposes of Tenant's removal obligations set forth in Paragraph 2.5 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). (b) All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord from at least five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any person perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or entity other than Tenantimprovements whatsoever to the Common Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises without Landlord's consent, which consent shall not be unreasonably withheld, conditioned or delayed. As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the acceptance of rent by Landlord from Tenant with knowledge of a violation like. (c) Subject to all of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitasincluding, California; (h) the proposed assignment or sublease fails to include without limitation, all of the terms and provisions required to be included therein pursuant to of this Article 7; (i) there is an Event of Default under this LeaseParagraph 6.1, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in have the case of a subletting of less than right to increase the entire Leased Premises, if the subletting would result in the division size of the Leased Premises into more than three subparcels or would require improvements Building by adding additional square footage, up to be made outside of the Leased Premisesmaximum allowed by the entitlements for the Property (which is currently an additional approximately 3,000 rentable square feet).

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, or permit the occupancy of the Premises by other than Tenant, whether voluntarily or by operation of Law, without Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment assignment, or occupancy of the Leased Premises by other than Tenant, without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord’s reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy by other than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s reasonable judgment, the financial worth credit-worthiness of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord’s reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for is a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaProject; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or; (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises; or (l) the proposed sublessee is in the co-location (or a substantially similar) business.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: : (a) the proposed assignee or sublessee is a governmental agency; ; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed use is not a Permitted Use; assignee or sublessee would involve occupancy by other than primarily general office or software engineering personnel, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; ; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; ; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; ; (f) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; , or the proposed assignee or sublessee will use or store Hazardous Materials; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, California; Building; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; ; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy by other than a Permitted UseUse as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by LandlordLandlord at the time of the proposed assignment; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord due to a default under a lease, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted on any of its payment obligations under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Leased Premises Building into more than three subparcels two subleased parcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted Tenant shall not do anything or permit anything to be done in Paragraph 7.2 belowor about the Premises which will in any way conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated (collectively, “Applicable Laws”). At its sole cost and expense, Tenant shall promptly comply with all Applicable Laws which relate to (i) Tenant’s use of the Premises, (ii) any Alterations made by Tenant to the Premises, and any Improvements in the Premises, or (iii) the Base Building, but as to the Base Building, only to the extent such obligations are triggered by Alterations made by Tenant to the Premises to the extent such Alterations are not sublet normal and customary business office improvements in Comparable Buildings, or triggered by the Leased Improvements to the extent such Improvements are not normal and customary business office improvements, or triggered by Tenant’s use of the Premises for non-general office use. Tenant shall not, however, be responsible for the cost of complying with Applicable Laws to the extent that any such compliance is required as a result of the Base Building failing to comply with Applicable Laws in effect as of the Delivery Date. Should any standard or any portion thereof regulation now or assign hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its interest sole cost and expense, to comply promptly with such standards or regulations to the extent they apply to Tenant’s use or occupancy of the Premises. Tenant shall be responsible, at its sole cost and expense, to make all alterations to the Premises as are required to comply with the governmental rules, regulations, requirements or standards described in this LeaseArticle 24 with which Tenant is responsible for compliance. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether voluntarily or by operation Landlord is a party thereto, that Tenant has violated any of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s electionsaid governmental measures, shall constitute a default by be conclusive of that fact as between Landlord and Tenant. Tenant under the terms shall promptly pay all fines, penalties and damages that may arise out of this Lease. The acceptance or be imposed because of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant its failure to comply with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises24.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements to or assign its interest in this Lease, whether voluntarily or by operation of Law, within the Leased Premises without Landlord’s prior written consentapproval, and then not until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld. All such modifications, conditioned alterations or delayed. Any attempted subletting or assignment without Landlord’s prior written consentimprovements, at Landlord’s electiononce so approved, shall constitute a default be made, constructed or installed by Tenant under at Tenant’s expense, using a licensed contractor first approved by Landlord, in substantial compliance with the terms Landlord-approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of this Leasegood quality. The acceptance Tenant shall not commence the making of rent by Landlord from any person such modifications or entity other than Tenant, alterations or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord construction of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is an Event of Default under this Lease, or there all required governmental approvals and permits shall have been three or more Events of Default during the 12 months preceding the date that obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall request consent; or have given Landlord at least five business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (jiv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord to cover any perils relating to the case of a subletting of less than the entire Leased Premisesproposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall tenant make any modifications, if the subletting would result in the division of the Leased Premises into more than three subparcels alterations or would require improvements to be made the Common Areas or any areas outside of the Leased Premises. As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like.

By Tenant. Except A. Other than a Voluntary Permitted Transfer (as expressly permitted in Paragraph 7.2 below, hereinafter defined) Tenant shall not voluntarily or by operation of law: (1) mortgage, pledge, hypothecate or encumber this Lease or any interest herein; (2) assign or transfer this Lease or any interest herein, (3) sublet the Leased Premises or any part thereof, or any right or privilege appurtenant thereto; or (4) allow any other person (the employees, agents, and invitees of Tenant excepted) to occupy or use the Leased Premises, or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Lawthereof, without first obtaining the written consent of Landlord, which consent shall not be withheld, conditioned or delayed unreasonably (“Transfer Request”). B. When Tenant requests Landlord’s prior consent to such assignment or subletting, Landlord shall have the option, to be exercised within ten (10 business days of receipt of the foregoing request, to: (1) cancel this Lease as of the Commencement Date stated in the proposed sublease or assignment, if such sublease or assignment is for the entire Premises for the balance of the Term (provided, however, that if Landlord exercises such cancellation right Tenant shall have the right to rescind Tenant’s request for consent by providing Landlord with written consentnotice of such rescission within five business days after receipt of Landlord’s notice of cancellation); or (2) (Intentionally Omitted); or (3) consent to the proposed assignment or sublease; or (4) refuse to give its consent to the proposed assignment or sublease, which providing that such consent shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting In this regard: 14.1.1 Other than a Voluntary Permitted Transfer, any subletting, assignment, or assignment encumbrance without Landlord’s prior written consentconsent shall be voidable and, at Landlord’s election, shall constitute a default Default. 14.1.2 Tenant agrees to reimburse Landlord all reasonable costs and attorneys’ fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance, none of which shall be effective until Tenant under shall have paid such costs and fees, which shall not exceed the terms sum of three thousand dollars ($3,000) for any single requested subletting, assignment or encumbrance. 14.1.3 Consent by Landlord to one or more assignments or encumbrances of this Lease, or to one or more instances of subletting of the Leased Premises, shall not be deemed to be a consent to any subsequent assignment, encumbrances, or subletting. 14.1.4 No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be nor as a consent by Landlord to any subletting assignment or subletting. 14.1.5 If Tenant is a corporation, any dissolution or other reorganization of Tenant (except as permitted by Tenant section 14.1.8), or any the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Without limiting The phrase “controlling percentage” means the circumstances in which it may be reasonable ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for Landlord to withhold its consent to an assignment the election of directors. If Tenant is a partnership or sublettinga limited liability company, Landlord and Tenant acknowledge that it a withdrawal or change, voluntary, involuntary or by operation of law, of any general partner or member(s), or the dissolution of the partnership or limited liability company, shall be reasonable deemed a voluntary assignment. 14.1.6 If Tenant assigns or sublets its interest (or any portion thereof) in this Lease in accordance with this article, then Tenant shall pay to Landlord fifty percent (50%) of all net consideration received by Tenant in excess of the rent under the Lease as a result of such assignment as and when received by Tenant as allowed by Civil Code section 1995.240, if any, after deducting any cost incurred for Landlord advertising and other marketing expenses, leasing commission, attorney fees and tenant improvements (“Allowed Transfer Costs”). For purposes of this section 14, the proceeds from Tenant’s sale or lease of Tenant’s personal property to withhold its consent in the following instances: (a) the proposed assignee transferee, and the proceeds from any Voluntary Permitted Transfer, shall not be deemed consideration received by Tenant. If Tenant sublets all or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use part of the Leased Premises in accordance with this article, then Tenant shall pay to Landlord fifty percent (50%) of the positive difference, if any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) Allowed Transfer Costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a fraction whose numerator is the leasable area of that portion of the Leased Premises so sublet and whose denominator is Tenant’s Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant after all Allowed Transfer Costs theretofore paid by Tenant have been recouped. Immediately following its execution, Tenant shall deliver to Landlord a true copy of any permitted assignment or sublease. At the time Tenant makes any payment to Landlord required by this section 14.1.6, Tenant shall deliver an itemized statement of the method by which the amount due Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the reasonable right to inspect Tenant’s books and records relating to the payments due pursuant to this section by providing prior written notice to Tenant. 14.1.7 Tenant shall give Landlord at least 15 days prior written notice of any desired Transfer and of the proposed assignee or sublessee will violate any applicable Lawterms of such Transfer, ordinance or regulationincluding, but not limited to: (i) the name and legal composition of the proposed Transferee; (gii) an audited financial statement, if available, or any unaudited financial statement if an audited statement is not available, of the Transferee prepared in accordance with generally accepted accounting principles for a period ending not more than one year prior to the proposed effective date of the Transfer; (iii) the proposed assignee or sublessee is, as nature of the date proposed Transferee’s business to be carried on in the Leased Premises; (iv) all consideration to be given on account of the Transfer; (v) a current financial statement of Tenant; and (vi) such other information as may be reasonably requested by Landlord. Tenant’s notice shall not be deemed to have been served or given until such time as Tenant has provided Landlord with all information required by section 14.1.7. If Landlord should fail to notify Tenant, in writing, of Landlord’s decision whether to consent to or deny Tenant’s proposed Transfer within 10 business days following Landlord’s receipt of all information required by subsections 14.1.7 (i through vi), then Landlord shall be deemed to have consented to the proposed Transfer. 14.1.8 Notwithstanding the provisions of sections 14.1. through 14.1.7. to the contrary, Tenant may, without Landlord’s consent effect a change of control as contemplated by section 14.1.5, permit the assignment to occupancy by, or sublet all or any portion of the Leased Premises or assign the Lease to: (i) a subsidiary, parent, affiliate, division, corporation or other entity controlling, controlled by or under common control with Tenant; or (ii) any direct purchaser of the outstanding equity ownership of Tenant; or (iii) a successor corporation or entity related to Tenant by merger, consolidation, reorganization, acquisition of capital stock or assets, or government action; or (iv) any person or entity acquiring all or substantially all of the assets of Tenant. In addition, any transfer of shares of stock of Tenant traded over a recognized security exchange or over-the-counter market shall not be deemed a transfer or an assignment of this Lease, and Tenant, if it is not a public company, shall be permitted to engage in negotiations with Landlord or any an initial public offering of its affiliates for shares on a lease recognized security exchange, and any private placement with a venture capital firm or other equity investor, wherein such venture capital firm or other equity investor receives stock in Tenant, shall not be deemed a property owned by Landlord transfer or any assignment of this Lease. However, no such subletting or assignment, even without the consent of Landlord, shall relieve Tenant of its affiliates primary obligation to pay rent and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include perform all of the terms and provisions required other obligations to be included therein pursuant to this Article 7; (i) there is an Event performed by Tenant hereunder for which it will remain liable. Any of Default under the above transfers shall be considered a “Voluntary Permitted Transfer” of Tenant’s interest in this Lease. Under any such Voluntary Permitted Transfer, Tenant and any assignee(s) or there have been three transferee(s) shall be, and agree to be, fully liable for all of the obligations of Tenant due under the Lease. Moreover, Tenant and such assignee(s) or more Events transferee(s) must notify Landlord in writing of Default during such subletting or assignment described in this section 14.1.8 within 15 days following the 12 months preceding transfer, and the date assignee(s) or transferee(s) must expressly agree, in a written document reasonably satisfactory to Landlord, to assume all of Tenant’s obligations under the Lease. A failure to do so shall not relieve such assignee(s) or transferee(s) from liability for all obligations of Tenant due under the Lease. Landlord’s recapture right and right to 50% of excess rents shall not apply to a Voluntary Permitted Transfer. 14.1.9 Tenant acknowledges and agrees that Tenant shall request consent; or (j) in the case of a subletting of less than restrictions, conditions and limitations imposed by this article 14 on Tenant’s ability to assign or transfer this Lease or any interest herein, to sublet the entire Leased Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Leased Premises, if the subletting would result in the division of or to allow any other person to occupy or use the Leased Premises into more than three subparcels or would require improvements any portion thereof, are, for the purposes of California Civil Code section 1951.4, as amended from time-to-time, and for all other purposes, reasonable at the time that the Lease was entered into, and shall be deemed to be made outside of reasonable at the time that Tenant seeks to assign or transfer this Lease or any interest herein, to sublet the Leased Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Leased Premises, or to allow any other person to occupy or use the Leased Premises or any portion thereof.

By Tenant. Except So long as expressly permitted in Paragraph 7.2 below, Tenant no Event of Default shall have occurred and is then continuing and provided such damages or Casualty is not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation consequence of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article gross negligence or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that willful misconduct of Tenant or does not meet a Tenant-Related Party, Tenant may terminate the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior Lease with respect to the assignment or sublease, filed for bankruptcy protection, has been Building subject to the subject Casualty upon delivery of an involuntary bankruptcy that was (a "Casualty Termination Notice") of its intention to terminate this Lease pursuant to this Section 17.2 on a date (the "Casualty Termination Date") which is a date specified by Tenant which is not discharged within less than sixty (60) days nor more than ninety (90) days after the giving of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use such Casualty Termination Notice should any of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7;following occur: (i) there is an Event In the event a Major Destruction has occurred and Landlord has not, within two hundred and forty (240) days from Landlord's receipt of Default under this the Tenant Casualty Notice, given notice of its election to restore the Building(s) subject to the Casualty. (ii) In the event a Major Destruction has occurred and Landlord elected to restore the Building(s) subject to the Casualty, but failed, subject to Tenant Delay and Construction Force Majeure (as such terms are defined in Exhibit "G"), to complete said Restoration within eighteen (18) months from the date of its written notice to restore the Casualty. (iii) In the event of the occurrence, during the last year of the term of the Lease, of any Casualty as a result of which (i) a Building has been rendered unsuitable for continued use and occupancy by Tenant and (ii) the costs of Restoration are reasonably determined to exceed twenty-five percent (25%) of the then current fair market value of such Building as reasonably determined by Landlord (and provided to Tenant) within thirty (30) days after the Casualty. In the event Tenant properly and timely executes and delivers the Casualty Termination Notice, Landlord shall not be obligated to rebuild, restore or there have been three or more Events repair the Building, the Lease shall be modified to cease and come to an end on the Casualty Termination Date for the Building subject to said Casualty but continue in full force and effect with respect to the other Building. Upon such a termination with respect to one Building, the term of Default during the 12 months preceding Lease for the Building subject to the Casualty shall end as if the date that Tenant shall request consent; or (j) in of termination were the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division date originally specified for expiration of the Leased Lease while the Lease will continue with respect to the Building not subject to the Casualty, with the Rent revised to reflect the Premises into more than three subparcels or would require improvements Area at such time continuing to be made outside of subject to the Leased PremisesLease.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy by other than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, or permit the occupancy of the Premises by other than Tenant, whether voluntarily or by operation of Law, without Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment assignment, or occupancy of the Leased Premises by other than Tenant, without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord’s reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy other than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s reasonable judgment, the financial worth credit-worthiness of a the proposed assignee is less than that of Tenant Tenant, as of the date of Tenant’s assignment request, or does not meet the credit standards reasonably applied by Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord’s reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance Law or regulationRestriction; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for is a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaProject; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any - alterations to or modifications of the Leased Premises or construct any portion thereof improvements to or assign its interest in this Lease, whether voluntarily or by operation of Law, within the Leased Premises without Landlord’s prior written consentapproval, and then not until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld. All such modifications, conditioned alterations or delayed. Any attempted subletting or assignment without Landlord’s prior written consentimprovements, at Landlord’s electiononce so approved, shall constitute a default be made, constructed or installed by Tenant under at Tenant’s expense, using a licensed contractor first approved by Landlord, in substantial compliance with the terms of this LeaseLandlord-approved plans and specifications therefore. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting All work undertaken by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality that match or complement the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, original improvements existing as of the date Lease Commencement Date. Tenant shall not commence the making of this Lease, in negotiations with Landlord any such modifications or alterations or the construction of any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is an Event of Default under this Lease, or there all required governmental approvals and permits shall have been three or more Events of Default during the 12 months preceding the date that obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall request consent; or have given Landlord at least five business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, (jiv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord to cover any perils relating to the case proposed work not covered by insurance carried by Tenant pursuant to Article 9, and (v) if requested by Landlord, Tenant shall provide a cash deposit or payment and performance bond for such work which deposit or bond shall be in such amount as to cover the cost of a subletting of less than removing the entire Leased Premiseswork and restoring the Property to its original condition. In no event shall Tenant make any modifications, if the subletting would result in the division of the Leased Premises into more than three subparcels alterations or would require improvements to be made the Common Areas or any areas outside of the Leased Premises. As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. As a part of granting Landlord’s approval for Tenant to make alterations or modifications Landlord may require Tenant to increase the amount of its Security Deposit to cover the cost of removing Tenant’s alterations or modifications and to restore the condition of the Premises to its prior condition. Tenant shall pay Landlord’s reasonable costs to inspect the construction of Tenant’s alterations or modifications and to have Landlord’s architect revise Landlord’s drawings to show the work performed by Tenant.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements to or assign its interest in this Lease, whether voluntarily or by operation of Law, within the Leased Premises without Landlord’s prior written consentapproval, and then not until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld. All such modifications, conditioned alterations or delayed. Any attempted subletting or assignment without Landlord’s prior written consentimprovements, at Landlord’s electiononce so approved, shall constitute a default be made, constructed or installed by Tenant under at Tenant’s expense, using a licensed contractor first approved by Landlord, in substantial compliance with the terms of this LeaseLandlord-approved plans and specifications therefore. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting All work undertaken by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality that match or complement the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, original improvements existing as of the date Lease Commencement Date. Tenant shall not commence the making of this Lease, in negotiations with Landlord any such modifications or alterations or the construction of any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is an Event of Default under this Lease, or there all required governmental approvals and permits shall have been three or more Events of Default during the 12 months preceding the date that obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall request consent; or have given Landlord at least five business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (jiv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord to cover any perils relating to the case of a subletting of less than the entire Leased Premisesproposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modifications, if the subletting would result in the division of the Leased Premises into more than three subparcels alterations or would require improvements to be made the Common Areas or any areas outside of the Leased Premises. As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. As a part of granting Landlord’s approval for Tenant to make alterations or modifications Landlord may require Tenant to increase the amount of it’s Security Deposit to cover the cost of removing Tenant’s alterations or modifications and to restore the condition of the Premises to it’s prior condition. Tenant shall pay Landlord’s reasonable costs to inspect the construction of Tenant’s alterations or modifications and to have Landlord’s architect revise Landlord’s drawings to show the work performed by Tenant.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowfor Minor Alterations, Tenant shall not sublet the Leased Premises make or permit to be made any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, Alterations without Landlord’s prior written consent, which as to any Major Alterations may be given or withheld in Landlord’s sole discretion. All Alterations shall be performed only by contractors, engineers or architects reasonably approved by Landlord, and shall be made in accordance with complete and detailed architectural, mechanical and engineering plans and specifications approved in writing by Landlord. Landlord shall not unreasonably withhold or delay its approval of any such contractors, engineers, architects, plans or specifications, except as limited pursuant to Section 6.6 with respect to Minor Alterations. All such Alterations, once so approved, shall be unreasonably withheldmade, conditioned constructed or delayedinstalled by Tenant at Tenant’s expense, shall be performed in good and workmanlike manner using new materials of good quality and shall comply with all Requirements. Any attempted subletting or assignment without Tenant shall not commence the making of any such Alterations until (a) all required governmental approvals and permits shall have been obtained, (b) all requirements regarding insurance imposed by this Lease have been satisfied, (c) Tenant shall have given Landlord at least five (5) Business Days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (d) any and all conditions to Landlord’s prior written consent, at approval of such work have been satisfied to Landlord’s electionreasonable satisfaction. Tenant shall not make any Alterations to the Outside Areas. As used in this Article, Alterations shall constitute a default by Tenant under include the terms installation of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenantadditional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the acceptance like. As a part of rent by and at the time granting Landlord’s approval for Tenant to make Alterations, Landlord from may require that Tenant with knowledge of a violation remove any such Alterations prior to the expiration or earlier termination of the provisions Term and repair any damage caused by such removal or restore the Premises at Tenant’s cost. At Landlord’s request, Tenant shall pay Landlord’s reasonable out of this paragraph, shall not be deemed pocket costs to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment inspect the construction of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord Alterations and to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in have Landlord’s reasonable judgment, architect revise Landlord’s drawings to show the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied work performed by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased PremisesTenant.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld or assign delayed. Landlord's consent shall not be required for non-structural interior improvements costing less than $10,000 in any calendar year. Plans are required. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written notice of its interest intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in this Leasean amount reasonably satisfactory to Landlord to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modifications, whether voluntarily alterations or by operation improvements whatsoever to the Outside Areas or the exterior or structural components of Lawthe Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises without Landlord’s prior written consent, 's approval which shall not be unreasonably withheld. As used in this Article, conditioned or delayed. Any attempted subletting or assignment the term "modifications, alterations and/or improvements" shall include, without Landlord’s prior written consentlimitation, at Landlord’s electionthe installation of additional electrical outlets, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenantoverhead lighting fixtures, drains, sinks, partitions, doorways, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premiseslike.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof or assign its interest improvements within the Leased Premises until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of Law, without Landlord’s prior written consentthe plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting Tenant’s written request shall also contain a request for Landlord to elect whether or assignment without not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease and Landlord’s prior written consentremoval/no removal decision shall be delivered to Tenant simultaneously with its approval of such alternations or modifications. If such additional request is not included, Landlord may make such election at Landlord’s election, shall constitute a default by Tenant under the terms expiration or earlier termination of this Lease. The acceptance Lease (and for purposes of rent by Tenant’s removal obligations set forth in Paragraph 2.6 above, Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to have made the election at the time the alterations, modifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a waiver licensed contractor first approved by Landlord Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any provision such modifications or alterations or the construction of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is an Event of Default under this Lease, or there all required governmental approvals and permits shall have been three or more Events of Default during the 12 months preceding the date that obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall request consent; or have given Landlord at least five (j5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the case of a subletting of less than the entire Leased Premisesfloor, if the subletting would result in the division of the Leased Premises into more than three subparcels roof or would require improvements to be made outside exterior walls of the Leased Premises. As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements to or assign its interest in this Lease, whether voluntarily or by operation of Law, within the Leased Premises without Landlord’s 's prior written consentapproval, and then not until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld. All such modifications, conditioned alterations or delayed. Any attempted subletting or assignment without Landlord’s prior written consentimprovements, at Landlord’s electiononce so approved, shall constitute a default be made, constructed or installed by Tenant under at Tenant's expense, using a licensed contractor first approved by Landlord, in substantial compliance with the terms of this LeaseLandlord-approved plans and specifications therefore. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting All work undertaken by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality that match or complement the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, original improvements existing as of the date Lease Commencement Date. Tenant shall not commence the making of this Lease, in negotiations with Landlord any such modifications or alterations or the construction of any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is an Event of Default under this Lease, or there all required governmental approvals and permits shall have been three or more Events of Default during the 12 months preceding the date that obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall request consent; or have given Landlord at least five business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (jiv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord to cover any perils relating to the case of a subletting of less than the entire Leased Premisesproposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modifications, if the subletting would result in the division of the Leased Premises into more than three subparcels alterations or would require improvements to be made the Common Areas or any areas outside of the Leased Premises. As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. As a part of granting Landlord's approval for Tenant to make alterations or modifications Landlord may require Tenant to increase the amount of it's Security Deposit to cover the cost of removing Tenant's alterations or modifications and to restore the condition of the Premises to it's prior condition. Tenant shall pay Landlord's reasonable costs to inspect the construction of Tenant's alterations or modifications and to have Landlord's architect revise Landlord's drawings to show the work performed by Tenant.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements to or assign its interest in this Lease, whether voluntarily or by operation of Law, within the Leased Premises without Landlord’s prior written consentapproval, and then not until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld. All such modifications, conditioned alterations or delayed. Any attempted subletting or assignment without Landlord’s prior written consentimprovements, at Landlord’s electiononce so approved, shall constitute a default be made, constructed or installed by Tenant under at Tenant’s expense, using a licensed contractor first approved by Landlord, in substantial compliance with the terms Landlord-approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this LeaseLease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior to written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord to cover any perils relating the proposed work not covered by insurance carried by Tenant pursuant to Article 9. The acceptance In no event shall Tenant make any modifications, alterations or improvements to the Common Areas or any areas outside the Leased Premises. As used in the Article, the term “modifications”, alterations and/or improvements” shall include, without limitation, the installation of rent by Landlord from any person or entity other than Tenantadditional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premiseslike.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises make or permit to be made any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, Alterations without Landlord’s 's prior written consent, which as to any Major Alterations may be given or withheld in Landlord's sole discretion. All Alterations shall be performed only by contractors, engineers or architects approved by Landlord, and shall be made in accordance with complete and detailed architectural, mechanical and engineering plans and specifications approved in writing by Landlord. Landlord shall not unreasonably withhold or delay its approval of any such contractors, engineers, architects, plans or specifications. All such Alterations, once so approved, shall be unreasonably withheldmade, conditioned constructed or delayedinstalled by Tenant at Tenant's expense, shall be performed in good and workmanlike manner using new materials of good quality and shall comply with all Requirements. Any attempted subletting or assignment without Landlord’s Tenant shall not commence the making of any such Alterations until (a) all required governmental approvals and permits shall have been obtained, (b) all requirements regarding insurance imposed by this Lease have been satisfied, (c) Tenant shall have given Landlord at least five (5) Business Days prior written consentnotice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, at and (d) any and all conditions to Landlord’s election's approval of such work have been satisfied to Landlord's reasonable satisfaction. Tenant shall not make any Alterations to the Outside Areas. As used in this Article, Alterations shall constitute a default by Tenant under include the terms installation of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenantadditional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the acceptance like. As a part of rent by Landlord from granting Landlord's approval for Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettingmake Alterations, Landlord and may require that Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years remove any such Alterations prior to the assignment expiration or subleaseearlier termination of the Term and repair any damage caused by such removal or restore the Premises at Tenant's cost. At Landlord's request, filed for bankruptcy protection, has been Tenant shall pay Landlord's actual out-of-pocket costs to inspect the subject construction of Tenant's Alterations and to have Landlord's architect revise Landlord's drawings to show the work performed by Tenant and may require payment of an involuntary bankruptcy that was administrative fee for Landlord's involvement with such Alterations, which fee shall not discharged within ninety exceed two percent (902%) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as cost of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premiseseach such Alteration.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof or assign its interest improvements within the Leased Premises until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of Law, without Landlord’s prior written consentthe plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting Tenant's written request shall also contain a request for Landlord to elect whether or assignment without Landlord’s prior written consentnot it will require Tenant to remove the subject alterations, modifications or improvements at Landlord’s election, shall constitute a default by Tenant under the terms expiration or earlier termination of this Lease. The acceptance of rent by If such additional request is not included, Landlord from any person may make such election at the expiration or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions earlier termination of this paragraphLease (and for purposes of Tenant's removal obligations set forth in Paragraph 2.5 above, Landlord shall not be deemed to have made the election at the time the alterations, modifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a waiver licensed contractor first approved by Landlord Landlord, such approval not to be unreasonably withheld, conditioned or delayed, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any provision such modifications or alterations or the construction of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is an Event of Default under this Lease, or there all required governmental approvals and permits shall have been three or more Events of Default during the 12 months preceding the date that obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall request consent; or have given Landlord at least five (j5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Common Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the case of a subletting of less than the entire Leased Premisesfloor, if the subletting would result in the division of the Leased Premises into more than three subparcels roof or would require improvements to be made outside exterior walls of the Leased Premises, without Landlord's consent, which consent shall not be unreasonably withheld, conditioned or delayed. As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like.

By Tenant. Except as expressly permitted Tenant shall not do anything or permit anything to be done in Paragraph 7.2 belowor about the Premises which will in any way conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated (collectively, “Applicable Laws”). At its sole cost and expense, Tenant shall promptly comply with all Applicable Laws which relate to (i) Tenant’s use of the Premises, (ii) any Alterations made by Tenant to the Premises, and any Improvements in the Premises, or (iii) the Base Building, but as to the Base Building, only to the extent such obligations are triggered by Alterations made by Tenant to the Premises to the extent such Alterations are not sublet normal and customary business office improvements in Comparable Buildings, or triggered by the Leased Improvements to the extent such Improvements are not normal and customary business office improvements, or triggered by Tenant’s use of the Premises for non-general office use. Tenant shall not, however, be responsible for the cost of complying with Applicable Laws to the extent that any such compliance is required as a result of the Base Building failing to comply with Applicable Laws in effect as of the Delivery Date. Should any standard or any portion thereof regulation now or assign hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its interest sole cost and expense, to comply promptly with such standards or regulations to the extent they apply to Tenant’s use or occupancy of the Premises. Tenant shall be responsible, at its sole cost and expense, to make all alterations to the Premises as are required to comply with the governmental rules, regulations, requirements or standards described in this LeaseArticle 24 with which Tenant is responsible for compliance. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether voluntarily or by operation Landlord is a party thereto, that Tenant has violated any of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s electionsaid governmental measures, shall constitute a default by be conclusive of that fact as between Landlord and Tenant. Tenant under the terms shall promptly pay all fines, penalties and damages that may arise out of this Lease. The acceptance or be imposed because of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant its failure to comply with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord Article 24. For purposes of any provision Section 1938 of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettingCalifornia Civil Code, Landlord hereby discloses to Tenant, and Tenant acknowledge hereby acknowledges, that it shall be reasonable for Landlord to withhold its consent in the following instances: Premises have not undergone inspection by a Certified Access Specialist (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased PremisesCASp).

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements to or assign its interest in this Lease, whether voluntarily or by operation of Law, within the Premises without Landlord’s 's prior written consentapproval, and then not until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld. All such modifications, conditioned alterations or delayedimprovements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense, using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefore. Any attempted subletting All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality that match or assignment complement the original improvements existing as of the Commencement Date. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, and (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility. In no event shall Tenant make any modifications, alterations or improvements to the Common Areas or any areas outside of the Premises. As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets; overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Tenant shall pay Landlord's reasonable costs to inspect the construction of Tenant's alterations or modifications and to have Landlord's architect revise Landlord's drawings to show the work performed by Tenant. Notwithstanding the foregoing, Tenant may construct non-structural alterations without Landlord’s 's prior approval, if the cost of any such project does not exceed Twenty-Five Thousand Dollars ($25,000); provided, however, that as to any such non-structural alterations, Landlord reserves the right to require Tenant to remove such alterations prior to the expiration or earlier termination of this Lease by giving written consent, notice of such required removal to Tenant at Landlord’s election, shall constitute a default by Tenant under least thirty (30) days prior to the terms expiration or earlier termination of this Lease. The acceptance ; provided, however, if Tenant submits to Landlord a written notice of rent by Landlord from such alteration that clearly requests Landlord's determination as to whether any person or entity other than Tenant, or such alteration must be removed and states in the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions text that such notice constitutes as "Alternation Notice" pursuant to Section 6.1 of this paragraphLease (an "Alteration Notice"), then Landlord shall not be deemed entitled to be a waiver by Landlord require removal of any provision such alteration unless it notifies Tenant in writing of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: such requirement within fifteen (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (9015) days following delivery of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessuch Alteration Notice.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements to or assign its interest in this Lease, whether voluntarily or by operation of Law, within the Leased Premises without Landlord’s prior written consentapproval, and then not until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, conditioned or delayed. Any attempted subletting or assignment Tenant shall be permitted to make alterations following not less than ten (10) business days notice to Landlord, but without Landlord’s prior written consentapproval, at Landlord’s electionto the extent any such alteration is merely cosmetic in nature (i.e., shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from re-painting and re-carpeting) and together with all other such alterations in any person or entity other calendar year costs less than Tenant$20,000, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall and provided that such alteration does not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) affect the proposed assignee or sublessee is a governmental agency; exterior of the Building, (b) affect the proposed use is not a Permitted Use; structure of the Building or the systems and equipment of the Building, and/or (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant interfere with Building services or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises Property or the Building by other tenants or occupants. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense, using a licensed contractor first approved by Landlord, in substantial compliance with the proposed assignee Landlord-approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality that match or sublessee will violate any applicable Law, ordinance or regulation; (g) complement the proposed assignee or sublessee is, original improvements existing as of the date Lease Commencement Date. Tenant shall not commence the making of this Lease, in negotiations with Landlord any such modifications or alterations or the construction of any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is an Event of Default under this Lease, or there all required governmental approvals and permits shall have been three or more Events of Default during the 12 months preceding the date that obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall request consent; or have given Landlord at least five business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (jiv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord to cover any perils relating to the case of a subletting of less than the entire Leased Premisesproposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modifications, if the subletting would result in the division of the Leased Premises into more than three subparcels alterations or would require improvements to be made the Common Areas or any areas outside of the Leased Premises. As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. If Landlord reserves the right to require Tenant to remove any alterations or modifications at the end of the Lease Term, and the cost of such removal and restoration together with the cost of removal and restoration of all other alterations and modifications which Landlord may require Tenant to remove exceeds $25,000.00, then as a condition to granting its consent, Landlord may require Tenant to increase the amount of its Security Deposit hereunder to cover such costs to the extent they exceed $25,000.00. Tenant shall pay Landlord’s reasonable costs to inspect the construction of Tenant’s alterations or modifications and to have Landlord’s architect revise Landlord’s drawings to show the work performed by Tenant.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowOther than the Tenant Improvements, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises (except for Alterations which are purely cosmetic or assign its interest decorative) until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of Law, without Landlord’s prior written consentthe plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting Tenant’s written request shall also contain a request for Landlord to elect whether or assignment without Landlord’s prior written consentnot it will require Tenant to remove the subject alterations, modifications or improvements at Landlord’s election, shall constitute a default by Tenant under the terms expiration or earlier termination of this Lease. The acceptance of rent by If such additional request is not included, Landlord from any person may make such election at the expiration or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions earlier termination of this paragraphLease (and for purposes of Tenant’s removal obligations set forth in Paragraph 2.6 above, Landlord shall not be deemed to have made the election at the time the alterations, modifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a waiver licensed contractor first approved by Landlord Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any provision such modifications or alterations or the construction of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is an Event of Default under this Lease, or there all required governmental approvals and permits shall have been three or more Events of Default during the 12 months preceding the date that obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall request consent; or have given Landlord at least five (j5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the case of a subletting of less than the entire Leased Premisesfloor, if the subletting would result in the division of the Leased Premises into more than three subparcels roof or would require improvements to be made outside exterior walls of the Leased Premises. As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowconnection with a Permitted Transfer, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consentconsent (except a Permitted Transfer), at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: : (a) the proposed assignee or sublessee is a governmental agency; ; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any applicable Lawalterations which would lessen the value of the leasehold improvements in the Leased Premises, ordinance or regulation; would require increased services by Landlord; (gc) the financial worth of the proposed assignee does not meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) ten years prior to the proposed assignment or sublease fails to include all has filed for bankruptcy protection, has been the subject of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Leaseinvoluntary bankruptcy, or there have has been three or more Events of Default during the 12 months preceding the date that Tenant shall request consentadjudged insolvent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.12

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof or assign its interest improvements within the Leased Premises until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of Law, without Landlord’s prior written consentthe plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned . Landlord shall respond to Tenant's written request to make any such alterations or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms modifications within ten (10) calendar days after receipt of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Leasesuch request. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettinggenerality of the foregoing, Landlord and Tenant acknowledge acknowledges that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee to any modification, alteration or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) improvement if, in Landlord’s 's reasonable judgment, such modification, alteration or improvement would adversely affect the financial worth structure of the Building, any of the Building's systems, the appearance of the Building or the value or utility of the Building or the Property. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a proposed assignee is less than that of Tenant or does not meet the credit standards applied licensed contractor first approved by Landlord; , in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (di) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed assignee work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or sublessee hasimprovements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the five years floor, roof or exterior walls of the Leased Premises. As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent (but subject to the assignment other terms and conditions of this Article 6), shall be permitted to make alterations to the Leased Premises which do not affect the structure of the Building or subleasethe Leased Premises, filed for bankruptcy protectiondo not affect the plumbing, has been electrical, mechanical or other systems of the subject of an involuntary bankruptcy that was Building and do not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with affect the proposed assignee or sublessee; (f) the use appearance of the Leased Premises by viewed from the proposed assignee exterior, provided that: (a) such alterations do not exceed $25,000 individually or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located $100,000 in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.aggregate,

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s prior written consent, consent which shall not may be unreasonably withheld, conditioned or delayedwithheld in Landlord’s sole discretion. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this LeaseLease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting No subletting or assignment, even with the circumstances in which it may consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations to be reasonable for performed by Tenant hereunder. Consent by Landlord to withhold its consent one or more assignments of Tenant’s interest in this Lease or to an assignment one or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use more sublettings of the Leased Premises by the proposed assignee shall not be deemed to be a consent to any subsequent assignment or sublessee will violate subletting. No subtenant shall have any applicable Law, ordinance right to assign its sublease or regulation; (g) the proposed assignee or sublessee is, as to further sublet any portion of the date sublet premises or to permit any portion of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails Lease subject to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event conditions of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division Section 9.7.1 of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased PremisesPurchase Agreement.

By Tenant. Except as expressly permitted If any Rent is in Paragraph 7.2 belowarrears for a period of ten (10) days after a written notice from Landlord to Tenant, or if Tenant shall fail at any time to keep or perform any of the covenants or conditions of this Lease other than a covenant for the payment of the monthly Rent for a period of more than thirty (30) days after written notice thereof from Landlord (unless the cure cannot sublet reasonably be completed within such thirty (30) day period, and Tenant commences to cure such default within such thirty (30) day cure period and diligently pursues such cure to completion), then, and in either or any of such events Landlord, may, at its option, cancel this Lease upon giving the Leased notice required by law, and/or may re-enter said Premises, but notwithstanding such re-entry by the Landlord, the liability of the Tenant for the Rent provided for herein shall not be extinguished for the balance of the Term of this Lease, and Tenant covenants and agrees to make good to the Landlord any deficiency arising from a re-entry and/or a reletting of the Premises at a lesser rental than herein agreed. The Tenant shall pay such deficiency each month as the amount thereof is ascertained by the Landlord. Landlord shall have an affirmative obligation to use its best efforts to relet the Premises or any portion thereof or assign its interest in this Leaseof such Premises, whether voluntarily or by operation and Tenant shall pay the cost for reletting including but not limited to the cost of Lawtenant improvements, without any of Landlord’s prior written consent's reasonable attorneys' fees and the real estate commission for such reletting. If Landlord relets for a period of time longer than the current Lease Term, which then any such costs shall be allocated throughout the entire reletting term to not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under unduly reduce the terms amount of this Lease. The acceptance of rent consideration received by Landlord from any person during the remaining period of Tenant's Lease Tenn. No remedy or entity other than Tenant, or the acceptance of rent election by Landlord hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity. If any payment due from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: hereunder is more than ten (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (9010) days of its filinglate, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or pay Landlord interest on such late payment at an interest rate of two percent (j2%) in above the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased PremisesPrime Rate.

By Tenant. Except as expressly permitted otherwise provided in Paragraph 7.2 belowthis Article 7, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, or permit the occupancy of the Premises by other than Tenant, whether voluntarily or by operation of Law, without Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned conditioned, or delayed. Any attempted subletting or assignment assignment, or occupancy of the Leased Premises by other than Tenant, without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord’s reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy other than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord, or an increase in parking such that the Parking Ratio would be exceeded; (c) in Landlord’s reasonable judgment, the financial worth of Leased Premises, or the relevant part thereof, will be used in a proposed assignee is less than manner that of Tenant or does not meet the credit standards applied by Landlordwill violate any negative covenant as to use contained in this Lease; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance Law or regulation; (g) Restriction or the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned is not approved by Landlord or any of its affiliates and located in the City of Milpitas, CaliforniaGround Lessor; (he) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7;; or (if) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) beyond all applicable notice and cure periods applicable thereto which are expressly set forth in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased PremisesLease.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not assign this Lease or any interest herein and shall not sublet the Leased Premises or any portion part thereof or assign any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Leased Premises or any portion thereof, without first obtaining the written consent of Landlord, which consent may be arbitrarily withheld except as hereinafter 1. Tenant agrees that in the event Landlord withholds its interest consent to any assignment, subletting or occupancy contrary to the provisions of this Section 12.1, then Tenant’s sole remedy shall be to seek an injunction in equity to compel Landlord to give its consent and Tenant expressly waives any right to damages in the event of such withholding by Landlord of its consent. If Tenant is a corporation or partnership and if the ownership thereof shall materially change at any time or from time to time during the Term of this Lease from the present composition of same as it may exist at any time, or if a substantial portion of the assets of Tenant shall be sold, assigned or transferred with or without a specific assignment of this Lease, whether voluntarily or, if Tenant shall merge or consolidate with any firm or corporation, Landlord at its option may, by operation of Law, without Landlord’s giving sixty (60) days’ prior written consentnotice to Tenant, which shall declare such change a breach of this Lease. If Tenant is otherwise not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a in default by Tenant under of the terms of this Lease, then Landlord has the right to terminate this Lease and draw upon the entire balance of letter of credit, but shall not have the right to claim consequential damages. The acceptance If Tenant is in default, or if such change as described in this paragraph would negatively affect the rights of rent by Landlord from any person or entity other than the creditworthiness of the Tenant, or then Landlord has the acceptance of rent by Landlord from right to the remedies provided for breach in Article XIII hereof. Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed immediately give written notice to be a waiver by Landlord of any provision of change in ownership contemplated by this Article or this Lease or to be a consent to any subletting by Section 12.1. Notwithstanding the foregoing, Tenant may, without Landlord’s consent, sublet all or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use portion of the Leased Premises or assign the Lease to: (a) a parent, subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (b) a successor corporation related to Tenant by merger, consolidation, reorganization or governmental action; or (c) a purchaser of Tenant’s leasehold interest in the proposed Leased Premises; provided that (i) the transferee or assignee or sublessee will violate any applicable Lawtransferor, ordinance shall remain liable for performance of all obligations under this Lease, (ii) Tenant, as assignor or regulation; transferor, shall remain liable for performance of all obligations under the Lease, (giii) the proposed assignee or sublessee is, as of the date of such transfer, the purchaser, assignee, sublessee or transferee shall have the financial ability to perform (in Landlord’s reasonable business judgement) its obligations with respect to this Lease and/or Leased Premises and (iv) at the time of the transfer, sublease or assignment, Tenant shall not be in default of any of its obligations under the Lease (each of the foregoing is a “Permitted Transfer”). For the purpose of this Lease, in negotiations with Landlord any sale or transfer to Tenant’s capital stock through any public exchange, redemption or issuance of additional stock of any class shall not be deemed an assignment, subletting or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all other transfer of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside Lease of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord’s reasonable judgment, the use of the Premises by the proposed use is not a Permitted Useassignee or sublessee would involve occupancy by other than primarily executive and general office use, would entail any alterations which would lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord; (c) in Landlord’s reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or sublessee does not meet the then-current credit standards applied by Landlord for the assignment or sublease in question; or the character of the proposed assignee or sublessee is not acceptable to Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease within the immediately preceding twelve (12) months, has been in litigation with a previous landlord and found to be at fault, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has or other entities controlling, controlled by or under common control with Landlord have experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord’s reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease, in any other lease at the Property or any restrictions in any mortgage or other encumbrance on the Property; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, a tenant at the Property or is a person or entity with whom Landlord is then or has been within the prior six (6) months negotiating in negotiations connection with Landlord or any rental of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in space at the City of Milpitas, CaliforniaProperty; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been three Tenant has defaulted under this Lease on two or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of two subtenants in the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Lawlaw, without Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default after the expiration of applicable notice and cure periods by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord’s reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy by other than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord’s reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there Tenant has defaulted under this Lease and Landlord shall have been provided Tenant with written notice of such default on three (3) or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted set forth in Paragraph 7.2 belowthis Article 7 to the contrary, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, or permit the occupancy of the Leased Premises by any person or entity other than Tenant or Permitted Transferees (as defined below), whether voluntarily or by operation of Law, without Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any prohibited attempted subletting or assignment assignment, or occupancy of the Leased Premises by other than Tenant or Permitted Occupants, without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord’s reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy other than for a Permitted Use, would entail any alterations which would materially lessen the value of the leasehold improvements in the Leased Premises, or would require substantially increased services by Landlord; (c) in Landlord’s reasonable judgment, the financial worth credit-worthiness of a the proposed assignee is less than that of Tenant or does not meet the minimum credit standards reasonably applied by LandlordLandlord across all of its properties in a nondiscriminatory manner; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten (10) years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord (or any of its affiliates) has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublesseesublessee (or any of their affiliates); (f) in Landlord’s reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance Law or regulationRestriction; (gh) the proposed assignee or sublessee is, as of is a current tenant at the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, CaliforniaProperty; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any monetary obligation of Tenant under this LeaseLease beyond all applicable notice and cure periods, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; oror 110015197v.8 (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased PremisesPremises costing in excess of $100,000.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, or permit the occupancy of the Premises by other than Tenant, whether voluntarily or by operation of Law, without Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned or delayedwithheld and shall be given within the time periods set forth in Paragraph 7.3 below. Any attempted subletting or assignment assignment, or occupancy of the Leased Premises by other than Tenant, without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the Building F and Amenities Building circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord’s reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy other than for a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment (or sublease, any of its affiliates) has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (ed) Landlord has experienced a previous uncured material default by (or any of its affiliates) is in litigation with the proposed assignee or sublesseesublessee (or any of their affiliates); (e) in Landlord’s reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance Law or regulationRestriction; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (jh) Tenant is in the case monetary or material non-monetary default of a subletting any obligation of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements Tenant under this Lease with respect to be made outside of the Leased Premiseswhich it has received written notice from Landlord.

By Tenant. Except Tenant shall not make any alterations, modifications or construction of improvement to or in or about the Premises (“Alterations”) of the Premises without Landlord's prior written approval, and then not until Landlord shall have first approved in writing the plans and specifications thereof. All such Alterations, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense, using a licensed contractor first approved by Landlord in writing in strict compliance with the Landlord-approved plans and specifications thereof. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any Alterations until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file Notices of Non- Responsibility, and (iv) if requested by Landlord, Tenant and/or its contractor shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9 and Tenant shall provide Landlord with proof that its contractor has such insurance as expressly permitted Landlord may reasonably require. In no event shall Tenant make any modifications, alterations or improvements to the Common Areas or any areas outside of the Premises. As used in Paragraph 7.2 belowthis Article, the term Alterations shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. In the event that Tenant receives Landlord's prior written approval to commence any Alterations, which approval or disapproval shall be in Landlord's sole and subjective discretion, then, as a condition precedent to Tenant's commencing such Alterations, Tenant shall submit to Landlord the following items: (i) all architectural, engineering, construction and/or design drawings, plans specifications, studies, reports, bids and other material of every kind relating to the Alterations (the Plans and Specifications); (ii) an original signed copy of the contract between Tenant and any and all contractors, subcontractors, materialmen or suppliers together with copies of any and all subcontracts and supply contacts relating to the Alterations; (iii) an executed indemnification from Tenant’s contractor in a form reasonably acceptable to Landlord (iv) originally signed lien waivers from all subcontractors and materialmen or suppliers for all work done and/or material supplied in connection with the Alterations and (v) an originally signed general release of liens from Tenant's general contractor in a form acceptable to Landlord. Upon completion of the Alterations, Tenant shall submit to Landlord: (i) a certification from Tenant's general contractor and, if requested by Landlord, from Tenant's architect, certifying that each has inspected the Premises not sublet more than five (5) days prior to the Leased Premises date of the certification and that the Alterations have been constructed in good and workmanlike manner and in substantial accordance with the Plans and Specifications and with the requirements of the governmental authorities having jurisdiction or any portion thereof or assign its interest in this Leasecontrol over same, whether voluntarily or by operation of Law, without Landlord’s prior written consent, and that all materials for which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default payment has been made by Tenant under have been delivered to and have been incorporated into the terms Premises; and (ii) final unconditional certificate(s) of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenantoccupancy, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises equivalent issued by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisesgovernmental authority.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof or assign its interest improvements within the Leased Premises until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of Lawthe plans and specifications therefor, without which approval may be withheld in Landlord’s prior sole discretion. Tenant’s written consentrequest shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, which shall not be unreasonably withheld, conditioned modifications or delayed. Any attempted subletting improvements at the expiration or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms earlier termination of this Lease. The acceptance of rent by If such additional request is not included, Landlord from any person may make such election at the expiration or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions earlier termination of this paragraphLease (and for purposes of Tenant’s removal obligations set forth in Paragraph 2.6 above, Landlord shall not be deemed to have made the election at the time the alterations, modifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a waiver licensed contractor first approved by Landlord Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any provision such modifications or alterations or the construction of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is any and all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an Event amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Common Areas or the exterior or structural components of Default under this Leasethe Building including, without limitation, any cuts or penetrations in the floor, roof, or there have been three exterior or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside load-bearing walls of the Leased Premises. As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article ARTICLE or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy by other than a Permitted UseUse as set forth in ARTICLE 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by LandlordLandlord at the time of the proposed assignment; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord due to a default under a lease, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article ARTICLE 7; (i) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted on any of its payment obligations under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Leased Premises Building into more than three subparcels two subleased parcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord's reasonable discretion. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within five (5) business days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or assign not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor reasonably approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its interest intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises. As used in this LeaseArticle, whether voluntarily the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or by operation of Lawthe like. Notwithstanding the foregoing, Tenant, without Landlord’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord permitted to withhold its consent in make non-structural alterations to the following instances: Building, provided that: (a) the proposed assignee or sublessee is a governmental agency; such alterations do not exceed $20,000 individually, (b) Tenant shall timely provide Landlord the proposed use is not a Permitted Use; notice no less than ten (10) days prior to commencing such alterations , (c) Tenant shall notify Landlord in Landlord’s reasonable judgmentwriting within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, the financial worth of a proposed assignee is less than that of Tenant either "as built" or does not meet the credit standards applied by Landlord; marked to show construction changes made, and (d) Tenant shall, upon Landlord's request, remove the proposed assignee or sublessee has, in alteration at the five years prior to termination of the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of Lease and restore the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required their condition prior to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessuch alteration.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements to or assign its interest in this Lease, whether voluntarily or by operation of Law, within the Leased Premises without Landlord’s 's prior written consentapproval, and then not until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld. Tenant may, conditioned or delayed. Any attempted subletting or assignment however, make nonstructural alterations without Landlord’s 's consent to the extent the cost of any particular project is less than twenty-five thousand dollars ($25,000). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense, using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality that match or complement the original improvements existing as of the Lease Commencement Date. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written consentnotice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, at and (iv) if requested by Landlord’s election, Tenant shall constitute a default have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord to cover any perils relating to the proposed work not covered by insurance carried by Tenant under pursuant to Article 9. In no event shall Tenant make any modifications, alterations or improvements to the terms Common Areas or any areas outside of the Leased Premises. As used in this Lease. The acceptance Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of rent by Landlord from any person or entity other than Tenantadditional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the acceptance of rent by Landlord from like. Tenant with knowledge of a violation of shall pay Landlord's reasonable costs to inspect the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment construction of Tenant’s interest in this Lease's alterations or modifications and to have Landlord's architect revise Landlord's drawings to show the work performed by Tenant. Without limiting Notwithstanding the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettingabove provisions, however, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in as a part of the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that consideration of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee hasand Landlord having entered into this Lease Agreement, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in intends to modify the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside interior of the Leased Premises. By the terms of Exhibit "C" hereof, Landlord agrees to reimburse Tenant for a portion of the expense in the modification of said interior (the "Initial Tenant Improvements").

By Tenant. Except The following provisions shall apply to any assignment, --------- subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this paragraph as expressly permitted in Paragraph 7.2 below, "Tenant"): A. Tenant shall not do any of the following (collectively referred to herein as a "Transfer"), whether voluntarily, involuntarily or by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed: (i) sublet all or any part of the Leased Premises or allow it to be sublet, occupied or used by any portion thereof person or entity other than Tenant; (ii) assign its interest in this Lease, whether voluntarily ; (iii) transfer any right appurtenant to this Lease or the Premises; or (iv) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner. Any Transfer so approved by operation of Law, without Landlord’s prior written consent, which Landlord shall not be unreasonably withheldeffective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is in a form reasonably approved by Landlord, conditioned or delayed(ii) contains the same terms and conditions as stated in Tenant's notice given to Landlord pursuant to subparagraph 14.1B below, and (iii) in the case of an assignment contains the agreement of the proposed transferee to assume all obligations of Tenant related to the Transfer arising after the effective date of such Transfer. If Landlord fails to respond in writing to Tenant's request for Landlord's consent to a Transfer within fifteen (15) days of receipt of such request, Landlord will be deemed to have consented to such Transfer. Any attempted subletting or assignment Transfer without Landlord’s prior written consent, at Landlord’s election, 's consent shall constitute a default by Tenant under and shall be voidable at Landlord's option. Landlord's consent to any one Transfer shall not constitute a waiver of the terms provisions of this Leaseparagraph 14.1 as to any subsequent Transfer nor a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or nor to be a consent to any subletting by Transfer. B. Tenant or shall give Landlord at least fifteen (15) days prior written notice of any assignment desired Transfer and of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord proposed terms of such Transfer including but not limited to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (ai) the proposed assignee or sublessee is a governmental agency; (b) name and legal composition of the proposed use is transferee; (ii) a current financial statement of the transferee, and (if readily available) an audited financial statement of the transferee for a period ending not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less more than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years one year prior to the assignment or subleaseproposed effective date of the Transfer, filed for bankruptcy protection, has been all of which statements are prepared in accordance with generally accepted accounting principles; (iii) the subject nature of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee transferee's business to be carried on in the Premises; and (iv) such other information as may be reasonably requested by Landlord. Tenant's notice shall not be deemed to have been served or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, given until such time as of the date of this Lease, in negotiations Tenant has provided Landlord with Landlord or any of its affiliates for a lease in a property owned all information reasonably requested by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessubparagraph 14.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, In the event that (i) Tenant shall does not sublet pay the Leased Premises rent or any portion thereof or assign its interest other sum due from Tenant at the time and in the amount stated in this Lease, whether voluntarily Lease or by operation of Lawwithin thirty (30) days thereafter, without Landlord’s prior notice or demand except as otherwise herein required, or (ii) Tenant fails to keep and perform any other condition, stipulation or agreement (except the payment of any sum of money due under this lease) herein contained and such default shall continue for sixty (60) days after written consentnotice thereof (or, which shall if such default cannot be unreasonably withheldcured within sixty (60) days, conditioned if Tenant does not begin curing the default within sixty (60) days after notice and diligently proceed in good faith to cure the default), or delayed. Any attempted subletting (iii) Tenant is served with three (3) or more Default Notices by Landlord within a twelve (12) month period, or (iv) Tenant's interest hereunder or all of its property on the Premises is sequestered or taken under execution or other legal process, or (v) Tenant files or has filed against it pursuant to any statute of the United States or of any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant's property, or makes an assignment without Landlord’s prior written consentfor the benefit of its creditors, then and in any of such events, Landlord may, at Landlord’s election's option, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent in addition to any subletting and all other remedies available by Tenant law or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instancesequity: (a1) terminate this Lease and re-enter the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee hasPremises, in which event the five years prior to the assignment parties shall have no further rights or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consentobligations hereunder; or (j2) in perform such obligation (other than payment of rent) on Tenant's behalf and charge the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division cost thereof to Tenant as additional rent; or (3) take possession of the Leased Premises into more than three subparcels or would require improvements (including all personal property and fixtures located therein), without terminating this Lease; or (4) declare the Rent and all other sums due hereunder for the remainder of the Term to be made outside immediately due and payable. In the event Landlord elects to retake possession of the Leased PremisesPremises from Tenant, Landlord shall use all reasonable efforts to re-let the Premises on Tenant's behalf, and shall, at Landlord's election, apply the net fair market value of any of Tenant's personal property and fixtures retained by Landlord (or the proceeds thereof) to the obligations of Tenant under this Lease. In the event such a lease is entered into for the account of Tenant, Tenant agrees to pay any deficiency after crediting it with the rent thereby obtained, less all repairs and expenses, including the reasonable costs of remodeling and brokerage fees, and Tenant waives any claim it may have to any rent obtained on such re-letting which may be in excess of the rent required to be paid herein by Tenant.

By Tenant. A. Except as expressly to the extent permitted in Paragraph 7.2 belowby this Lease, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Lawnot, without Landlord’s prior written consent, which shall not to be unreasonably withheld, conditioned or delayed, voluntarily or by operation of law: (1) mortgage, pledge, hypothecate or encumber this Lease or any interest herein; (2) assign or transfer this Lease or any interest herein (with the sole exception of Voluntary Permitted Transfers as hereinafter defined); (3) sublet the Leased Premises or any part thereof, or any right or privilege appurtenant thereto (with the sole exception of Voluntary Permitted Transfers as hereinafter defined); or (4) allow any other person (the employees, agents, and invitees of Tenant excepted) to occupy or use the Leased Premises, or any portion thereof, without first obtaining the written consent of Landlord, which consent shall not be withheld, conditioned or delayed unreasonably (“Transfer Request”). B. When Tenant requests Landlord’s consent to such assignment or subletting, Landlord shall have the option, to be exercised within 15 days of receipt of the foregoing request, to: (1) cancel this Lease (or if a sublease, as to the portion of the Leased Premises to be subleased only) as of the Commencement Date stated in the proposed sublease or assignment, provided that Landlord shall have this right only if such sublease or assignment is for more than 90% of the remaining Lease Term; (2) consent to the proposed assignment or sublease; or (3) refuse to give its consent to the proposed assignment or sublease, providing that such consent shall not be unreasonably withheld. In this regard: 14.1.1 Any attempted subletting subletting, assignment, or assignment encumbrance without Landlord’s prior written consentconsent (other than Voluntary Permitted Transfers) shall be voidable and, at Landlord’s election, shall constitute a default Default. 14.1.2 Tenant agrees to reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance, none of which shall be effective until Tenant under the terms shall have paid such costs and fees. 14.1.3 Consent by Landlord to one or more assignments or encumbrances of this Lease, or to one or more instances of subletting of the Leased Premises, shall not be deemed to be a consent to any subsequent assignment, encumbrances, or subletting. 14.1.4 No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be nor as a consent by Landlord to any subletting by assignment or subletting. 14.1.5 This section 14.1.5 is not applicable to a Voluntary Permitted Transfer. If Tenant is a corporation, any dissolution, merger, consolidation, or any other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Without limiting The phrase “controlling percentage” means the circumstances in which it may be reasonable ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for Landlord to withhold its consent to an assignment the election of directors. If Tenant is a partnership or sublettinga limited liability company, Landlord and Tenant acknowledge that it a withdrawal or change, voluntary, involuntary or by operation of law, of any general partner or member(s), or the dissolution of the partnership or limited liability company, shall be reasonable deemed a voluntary assignment. 14.1.6 This section 14.1.6 is not applicable to a Voluntary Permitted Transfer. If Tenant assigns or sublets its interest (or any portion thereof) in this Lease in accordance with this article, then Tenant shall pay to Landlord fifty percent (50%) of all net consideration received by Tenant in excess of the rent under the Lease as a result of such assignment as and when received by Tenant as allowed by Civil Code section 1995.240, after deducting any cost incurred for Landlord advertising and other marketing expenses, leasing commission, attorney fees and tenant improvements or allowances (“Allowed Transfer Costs”). For purposes of this section 14, the proceeds from Tenant’s sale or lease of Tenant’s personal property to withhold its consent in the following instances: (a) the proposed assignee transferee shall not be deemed consideration received by Tenant. If Tenant sublets all or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use part of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawin accordance with this article, ordinance or regulation; then Tenant shall pay to Landlord fifty percent (g50%) the proposed assignee or sublessee is, as of the date of this Leasepositive difference, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitasif any, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; between (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during all rent and other consideration paid by the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements subtenant to be made outside of the Leased Premises.Tenant

By Tenant. Except Tenant shall, within ten (10) business days after Xxxxxxxx's request from time to time, sign and deliver to Landlord a certificate in such form as expressly permitted Landlord shall require in Paragraph 7.2 belowconformity with this paragraph, directed to such person(s) as Landlord shall request, containing any or all of the following statements (identifying in reasonable detail any exceptions that may exist at the time), as requested by Landlord: (a) this Lease has not been amended, constitutes the entire agreement between Landlord and Tenant shall not sublet relating to the Leased Premises or any portion thereof or assign its interest Premises, and is in full force and effect (with a copy of the entire Lease and all amendments attached as exhibit(s), if requested by Landlord); (b) Landlord has fully performed all of Landlord's agreements in this Lease; (c) neither Landlord nor Tenant is in default under this Lease and to the best of Tenant's knowledge no facts or circumstances exist that, whether voluntarily with the passage of time or the giving of notice, would constitute defaults under this Lease by operation of LawLandlord or Tenant, without and Tenant has no offsets, defenses, claims, counterclaims or recoupment rights against Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms 's enforcement of this Lease. The acceptance of rent by Landlord from any person or entity other than ; (d) there are no unfulfilled conditions to Tenant, or 's obligations under this Lease; (e) Tenant has no rights to the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest Premises except as stated in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; ; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; Tenant has paid all rent required to be paid under this Lease; (g) the proposed assignee Commencement Date or sublessee is, as of the any other then-ascertainable date of relevant to this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; ; (h) the proposed assignment or sublease fails to include all of date when the terms and provisions required to be included therein pursuant to this Article 7; Term shall expire; (i) there confirmation that this Lease is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consentsubordinate to any underlying financing; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division confirmation of the Leased Premises into more than three subparcels or would require improvements to be made outside exact location and size (in rentable square feet) of the Leased Premises and that Tenant has entered into occupancy of the Premises; (k) all property attached to the Premises owned by Tenant and (l) such other matters as Landlord shall request. Tenant irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute such a writing if Tenant shall fail to do so within ten (10) days after Xxxxxxxx's request.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this LeaseLease or allow the Leased Premises to be used or occupied by anyone other than Tenant, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s election, 's election shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed use is not a Permitted Useassignee or sublessee would involve occupancy by other than primary general office or engineering personnel, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee (or sublessee hasany of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this LeaseLease beyond the applicable cure period (provided that such default is curable), or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowIf Tenant at any time desires any changes, alterations or additions to the Approved Plans or Base Building Final Working Drawings with respect to any of BASE BUILDING WORK, Tenant shall not sublet submit a detailed written request to Landlord specifying such changes, alterations or additions (a "CHANGE ORDER"). Upon receipt of any such request, Landlord shall notify Tenant within five (5) business days of (A) whether the Leased Premises or any portion thereof or assign its interest matters proposed in this Lease, whether voluntarily or the Change Order are approved by operation of Law, without Landlord’s prior written consent, Landlord (which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned, and Landlord's failure to respond within such five (5) business days period shall be deemed Landlord's approval), (B) Landlord's estimate of the number of days of delay, if any, which shall be caused by such Change Order if implemented (including, without limitation, delays due to the need to obtain any revised plans or drawings and any governmental approvals), and (C) Landlord's estimate of the increase or decrease, if any, which shall occur in the Cost of Improvement for the items or components affected by such Change Order if such Change Order is implemented (including, but not limited to, any costs of compliance with laws or governmental regulations that become applicable because of the requested Change Order). Any attempted subletting If Tenant notifies Landlord in writing, within five (5) business days after receipt of such notice, of Tenant's approval of the Change Order (including the estimated delays and cost increases or assignment without Landlord’s prior written consentdecreases, at Landlord’s electionif any, described in the notice), then Landlord shall constitute a default by cause such Change Order to be implemented and Tenant under shall be responsible for all costs or cost increases, resulting from or attributable to the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than TenantChange Order, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of subject to the provisions of this paragraphSection 4 hereof. If Tenant fails to notify Landlord in writing of its approval of such Change Order within said five (5) business day period, then such Change Order shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord withdrawn and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisesno further effect.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowThis provision refers to alterations made to the Leased Premises after Tenant's initial occupancy of the Leased Premises, and does not pertain to the construction of the Improvements, which is governed by the attached Work Letter. Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld or assign delayed. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its interest intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this LeaseArticle, whether voluntarily the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or by operation of Lawthe like. Notwithstanding the foregoing, Tenant, without Landlord’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord permitted to withhold its consent in make non-structural alterations to the following instances: Building, provided that: (a) the proposed assignee or sublessee is a governmental agency; such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the proposed use is not a Permitted Use; notice required, (c) Tenant shall notify Landlord in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; writing within thirty (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (9030) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use completion of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as alteration and deliver to Landlord a set of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.plans and

By Tenant. Except With respect to any Environmental Noncompliance or Environmental Condition applicable to the Leased Premises, attributable to Tenant's use or occupancy of the Leased Premises for which Tenant is responsible in accordance with this Seciton 4, and without in any way limiting the scope of Tenant's obligations under the indemnification provisions in Section 4.2(a) above, as expressly permitted between Tenant and Landlord, Tenant will be responsible for the initiation of all investigations, studies, cleanup, corrective action or response or remedial action required by any local, state or federal government agency now or hereafter authorized to regulate environmental matters (hereinafter "Governmental Entities"), or by any consent decree, or court or administrative order now or hereafter applicable to the Leased Premises, or by any federal, state or local law, regulation, rule or ordinance now or hereafter in Paragraph 7.2 beloweffect resulting during Tenant's use and occupancy of the Leased Premises and resulting from Tenant's activities on the Leased Premises. Tenant will pay all costs in connection with such actions, including, without limitation, installation, operation, maintenance, testing, monitoring costs, preparation of plans, designs, applications, studies and reports by or for Governmental Entities or other regulating agencies, the preparation of closure or other required plans, the retention of legal counsel, engineers, and other expert consultants. Subject to the limitations set forth herein, Tenant shall have the responsibility and right to manage and control all investigations and any environmental cleanup, remediation, or related activities relating to matters for which Tenant is responsible in accordance with this section. Tenant, however, may not sublet negotiate with, fulfill any requirements or claims made by a Governmental Entity or third party, settle or contest such requirement or third-party claim without the Leased Premises or any portion thereof or assign its interest in this Leaseexpress approval of Landlord, whether voluntarily or by operation of Law, without Landlord’s prior written consent, which such approval shall not be unreasonably withheld, conditioned and Landlord shall have the right to participate fully in any and all meetings, negotiations or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior decisions relevant to the assignment investigation or sublease, filed for bankruptcy protection, has been the subject remediation of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of Environmental Conditions at the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Lawlaw, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s landlord's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision provisions of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Premises by the proposed use is not a Permitted Useassignee or sublessee would involve occupancy by other than primarily general office or software engineering personnel, would entail any alterations which would lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy by other than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth credit-worthiness of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels per floor or would require improvements to be made outside of the Leased Premises; or (k) in the case of a subletting of less than an entire floor of the Leased Premises, such subletting or the marketing activity relating thereto commenced prior to January 1, 2003.

By Tenant. Except as expressly permitted Tenant shall not do anything or suffer anything to be done in Paragraph 7.2 belowor about the Premises or the Project which will in any way conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated, including any such governmental regulations related to disabled access (collectively, “Applicable Laws“). At its sole cost and expense, Tenant shall not sublet the Leased Premises or promptly comply with any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, Applicable Laws which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed relate to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of (i) Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises Premises, (ii) any Alterations made by Tenant to the Premises, (iii) the Tenant Maintenance Responsibilities, or (iv) the Landlord Maintenance Responsibilities, but as to the Landlord Maintenance Responsibilities, only to the extent such obligations are triggered by Alterations made by Tenant to the Premises, or triggered by the proposed assignee Tenant Improvements (subject to Section 1 of the Tenant Work Letter in connection with the initial construction of the Tenant Improvements), or sublessee will violate triggered by Tenant’s use of the Premises. Notwithstanding the foregoing, if, within one (1) year following the Commencement Date, any applicable Law, ordinance or regulation; (g) work is required to comply with Applicable Laws due to Landlord’s delivery of possession of the proposed assignee or sublessee is, Premises to Tenant in a condition that is not in compliance with Applicable Laws as of the date of this Leasedelivery of the Premises, then Landlord, as opposed to Tenant, shall be responsible for the cost of any such work, except to the extent that such non-compliance is the result of (a) elements incorporated into the Construction Documents from Changes or (b) Tenant's specific use of the Premises, which condition would not constitute a violation of Applicable Laws in the absence of such use by Tenant. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations and to cooperate with Landlord, including, without limitation, by taking such actions as Landlord may reasonably require, in negotiations Landlord’s efforts to comply with such standards or regulations. Tenant shall be responsible, at its sole cost and expense, to make all alterations to the Premises as are required to comply with the governmental rules, regulations, requirements or standards described in this Article 24 with which Tenant is responsible for compliance. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord or is a party thereto, that Tenant has violated any of its affiliates for a lease in a property owned by said governmental measures, shall be conclusive of that fact as between Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased PremisesTenant.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof or assign its interest improvements within the Leased Premises until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of Law, without Landlord’s prior written consentthe plans and specifications therefor, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it approval may be withheld in Landlord's reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge discretion. It is agreed that it shall be reasonable for Landlord to withhold require Tenant to remove all or any portion of such alterations, modifications or improvements at the end of the Lease Term and to fully restore the Leased Premises, provided that Landlord notifies Tenant of such requirements at the time Landlord grants its consent in approval of the following instances: alterations, modifications, or improvements. All such alterations, modifications or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (a) the proposed assignee or sublessee is including all permit fees and governmental charges related thereto), using a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied licensed contractor first approved by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation substantial compliance with the proposed assignee or sublessee; (f) the use of the Leased Premises Landlord-approved plans and specifications therefor. All work undertaken by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, Tenant shall be done in negotiations accordance with Landlord or any of its affiliates for a lease all Laws and in a property owned by Landlord good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is an Event of Default under this Lease, or there all required governmental approvals and permits shall have been three or more Events of Default during the 12 months preceding the date that obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall request consent; or have given Landlord at least fifteen (j15) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alternations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the case of a subletting of less than the entire Leased Premisesfloor, if the subletting would result in the division of the Leased Premises into more than three subparcels roof or would require improvements to be made outside exterior walls of the Leased Premises. As used in this Article, the term "modifications, alternations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $10,000 individually or $100,000 in the aggregate, (b) Tenant shall timely provide Landlord the notice required pursuant to Paragraph 4.9 above, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, either "as built" or marked to show construction changes made, and (d) Tenant shall, upon Landlord's request, remove the alteration at the termination of the Lease and restore the Leased Premises to their condition prior to such alteration.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowTenant will not mortgage, Tenant shall not sublet the Leased Premises pledge, hypothecate or any portion thereof or assign otherwise encumber its interest in this Lease. Tenant will not allow the Leased Premises to be occupied, whether voluntarily in whole or in part, by operation of Lawany other entity, without Landlord’s prior written consentand will neither sublet the Leased Premises, which shall not be unreasonably withheldin whole or in part, conditioned nor assign this Lease, in whole or delayedin part. Any attempted subletting sublease or assignment without Landlord’s prior written consentshall, at Landlord’s electionoption, be null, void and of no effect, and shall, at Landlord’s option, constitute an event of default. The provisions of this section shall constitute apply to a default transfer, by one or more transfers, of all, or substantially all, of the business or assets of Tenant, of a majority of the stock or partnership interests, or other evidences of ownership, of Tenant, and of any shares, voting rights or ownership interests of Tenant under which results in a change in the terms identity of the entity or entities which exercise, or may exercise, effective control of Tenant as if such transfers were an assignment of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or Notwithstanding the acceptance of rent by Landlord from Tenant with knowledge of a violation of the foregoing provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting7, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is Tenant currently subleases a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use portion of the Leased Premises by to S&T AG (the proposed assignee “Existing Subtenant”), which sublease (the “Existing Sublease”) will be permitted to remain in effect through the Term of this Lease. Upon the Lease Expiration Date, or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date earlier termination of this Lease, in negotiations with Landlord or any of its affiliates Tenant will be responsible for a lease in a property owned by Landlord or any of its affiliates ensuring that the Existing Sublease is terminated and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all Existing Subtenant vacates and surrenders possession of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division portion of the Leased Premises into more than three subparcels or would require improvements which is subject to the Existing Sublease in the condition required by this Lease, and Tenant will be made outside liable and responsible for any failure of the Leased PremisesExisting Subtenant to do so. Any holdover by the Existing Subtenant will be deemed a holdover by Tenant hereunder. Tenant will not be obligated to pay to Landlord any bonus rent or similar fees based on the Existing Sublease.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, or permit the occupancy of the Premises by other than Tenant, whether voluntarily or by operation of Law, without Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned conditioned, or delayed. Any attempted subletting or assignment assignment, or occupancy of the Leased Premises by other than Tenant, without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord’s reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy other than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s reasonable judgment, the financial worth credit-worthiness of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord (or any of its affiliates) has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublesseesublessee (or any of their affiliates); (f) in Landlord’s reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance Law or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, CaliforniaRestriction; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default exists under this Lease, or there have been Tenant has materially defaulte under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned withheld or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy by other than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises. (a) to an affiliate or subsidiary of Tenant, provided that (i) such affiliate or subsidiary is wholly owned by Tenant and (ii) such affiliate or subsidiary will use the Leased Premises in the same manner as Tenant used the Leased Premises; and (b) to an entity that acquires substantially all the assets of Tenant (by merger, reorganization or sale), provided that such entity (i) has net worth that exceeds the net worth of Tenant immediately before the acquisition and (ii) conducts operations in the Leased Premises substantially identical to the operations of Tenant before the acquisition.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof or assign its interest improvements within the Leased Premises until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of Lawthe plans and specifications therefor, without which approval may be withheld in Landlord’s prior written consentsole discretion as to alterations, modifications, and improvements which affect the Building façade, structure, or systems, or are specialized in nature or inconsistent with general office/research and development uses, and otherwise such approval may be withheld in Landlord’s reasonable discretion. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, which approval shall not be unreasonably withheld, conditioned withheld or delayed, in substantial compliance with the Landlord-approved plans and specifications therefor. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default All work undertaken by Tenant under shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new (or reclaimed or recycled) materials of good quality. Tenant shall not commence the terms making of this Lease. The acceptance of rent by Landlord from any person such modifications or entity other than Tenant, alterations or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord construction of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is any and all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an Event amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Common Areas or the exterior or structural components of Default under this Leasethe Building including, without limitation, any cuts or penetrations in the floor, roof, or there have been three exterior or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside load-bearing walls of the Leased Premises. As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, The following provisions shall apply to any assignment or subletting by Tenant: (a) Tenant shall not sublet the Leased Premises or any portion thereof assign or assign encumber its interest in this Lease, whether voluntarily or by operation of Law, law without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Without limiting the generality of the foregoing, (i) it shall be reasonable for Landlord to withhold such consent if, on the date such consent is requested, Tenant is in default hereunder, (ii) unless the proposed assignee is substantially more solvent than Tenant and Guarantor (on a consolidated basis), it shall be reasonable for Landlord to withhold such consent if, on the date Landlord’s consent is requested, the Guaranty is no longer in full force and effect or if, on the date Landlord’s consent is requested, the Guaranty provides materially less security to Landlord than it provided on the Commencement Date, in Landlord’s reasonable judgment, and (iii) it shall be unreasonable for Landlord to withhold such consent as to an assignment to an affiliate of Tenant or a deemed assignment under paragraph (e) below unless, in either case, the Guaranty is no longer in full force and effect or Tenant is in monetary or material nonmonetary default hereunder. Any attempted subletting subletting, assignment or assignment encumbrance without Landlord’s prior written consentconsent shall be voidable and, at Landlord’s election, shall constitute a default by Tenant under hereunder. (b) Tenant agrees to reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in conjunction with the terms processing and documentation of any such requested assignment, subletting, transfer, change of ownership or hypothecation of the Leased Premises or Tenant’s interest in this Lease. No such assignment, subletting, transfer, change of ownership or hypothecation shall be effective until (i) Tenant shall have paid such costs and fees; (ii) each such assignee or transferee (excluding a subtenant) shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this LeaseLease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment, encumbrance, or other agreement of transfer shall have been delivered to Landlord. (c) Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrances or subletting. (d) No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by assignment or subletting. (e) Subject to Paragraph 14.1(a) above, if Tenant is a corporation, any dissolution, merger, consolidation or any other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Without limiting The phrase “controlling percentage” means the circumstances in which it may be reasonable ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for Landlord to withhold its consent to an assignment the election of directors. If Tenant is a partnership, a withdrawal or sublettingchange, Landlord and Tenant acknowledge that it voluntary, involuntary or by operation of law, of any general partner, or the dissolution of the partnership, shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is deemed a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee;voluntary assignment. (f) the use If Tenant transfers or assigns this Lease or all or part of its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord fifty percent (50%) of all net consideration received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawin accordance with this Article, ordinance or regulation; then Tenant shall pay to Landlord fifty percent (g50%) the proposed assignee or sublessee is, as of the date of this Leasepositive difference, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitasif any, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; between (i) there is all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an Event amount equal to the resulting product of Default under this Lease, or there have been three or more Events of Default the rent payable hereunder to Landlord by Tenant during the 12 months preceding time period covered by such payments by the date subtenant times a fraction whose numerator is the leasable area of that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division portion of the Leased Premises into more so sublet and whose denominator is Tenant’s gross leasable area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant, and, in calculating Landlord’s share of any periodic payments, all costs incurred by Tenant incident to the sublease agreement (other than three subparcels or would require improvements the payment of rent to Landlord hereunder) shall be made outside amortized over the term of the Leased Premisessublease. Landlord shall have the right to require Tenant to certify the accuracy of the amount of compensation so paid and to conduct annual independent audits thereof at Landlord’s sole cost.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowTenant shall, Tenant shall at its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are not sublet the Leased Premises or any portion thereof or assign its interest in Landlord's express responsibility under this Lease, whether voluntarily or by operation of Lawand shall keep the Premises in good condition and repair, ordinary wear and tear excepted. Tenant's repair obligations include, without limitation, repairs to: (1) floor covering and/or raised flooring; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and data cabling and related equipment (collectively, "CABLE") that is installed by or for the benefit of Tenant and located in the Premises or other portions of the Building or Project; (6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, dishwashers, ice machines and similar facilities serving Tenant exclusively; (7) phone rooms used exclusively by Tenant; (8) Alterations performed by contractors retained by or on behalf of Tenant, including related HVAC balancing; and (9) all of Tenant's furnishings, trade fixtures, equipment and inventory. All of such work shall be performed by a contractor approved by Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Tenant's expense. All work shall be performed in accordance with the rules and procedures described in Section 8(a). If Tenant fails to make any repairs to the Premises within fifteen (15) days after notice from Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or such longer period of time as Tenant may reasonably require, provided that Tenant commences to perform such work within such fifteen (15) day period and thereafter diligently and continuously prosecutes such work to completion, Landlord may, in addition to any other remedy available to Landlord, make the acceptance of rent by Landlord from repairs, and Tenant with knowledge of a violation shall pay the reasonable cost of the provisions repairs to Landlord within thirty (30) days after receipt of this paragraphan invoice, shall not be deemed together with an administrative charge in an amount equal to be a waiver by Landlord fifteen percent (15%) of any provision the cost of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Leasethe repairs. Without limiting Notwithstanding the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee hasforegoing, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject event of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, emergency or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or where the area to be repaired is in litigation with visible from the proposed assignee or sublessee; (f) the use exterior of the Leased Premises by Building, Landlord shall have the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) right to perform such repairs at Tenant's expense without giving prior notice to Tenant. At the proposed assignee or sublessee is, as of the date expiration of this Lease, Tenant shall surrender the Premises in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates good condition, excepting reasonable wear and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms tear and provisions losses required to be included restored by Landlord. If Landlord elects to store any personal property of Tenant, including goods, wares, merchandise, inventory, trade fixtures and other personal property of Tenant, that is not removed from the Premises as of the expiration or prior termination of the Term, the same shall be stored at the sole risk of Tenant. Except, subject to Section 11(c), to the extent of Landlord's negligence, Landlord or its agents shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Project or from the pipes, appliances or plumbing works therein pursuant to this Article 7; or from the roof, street or subsurface or from any other places resulting from dampness or any other cause whatsoever, or from the act or negligence of any other tenant or any officer, agent, employee, contractor or guest of any such tenant. It is generally understood that mold spores are present essentially everywhere and that mold can grow in most any moist location. Emphasis is properly placed on prevention of moisture and on good housekeeping and ventilation practices. Tenant acknowledges the necessity of housekeeping, ventilation, and moisture control (iespecially in kitchens, janitor's closets, bathrooms, break rooms and around outside walls) there is an Event of Default under for mold prevention. In signing this Lease, Tenant has first inspected the Premises and certifies that it has not observed mold, mildew or there have been three moisture within the Premises. Tenant agrees to immediately notify Landlord if it observes mold/mildew and/or moisture conditions (from any source, including leaks), and allow Landlord to evaluate and make recommendations and/or take appropriate corrective action. Tenant relieves Landlord from any liability for any bodily injury or more Events damages to property caused by or associated with moisture or the growth of Default during or occurrence of mold or mildew on the 12 months preceding the date Premises. In addition, execution of this Lease constitutes acknowledgement by Tenant that Tenant shall request consent; or (j) in the case control of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements moisture and mold prevention are integral to be made outside of the Leased Premisesits Lease obligations.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, In the event Tenant shall fail to pay the monthly rental rate within seven (7) days of the date upon which it receives written notice from Landlord that such payment has not sublet the Leased Premises or any portion thereof or assign its interest been made in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under accordance with the terms of this Lease. The acceptance ; or if Tenant is adjudicated a bankrupt; or if Tenant files a petition in bankruptcy under any Section or provision of rent by Landlord from any person the bankruptcy code: or entity other than if an involuntary petition in bankruptcy is filed against Tenant, and same is not withdrawn or dismissed within sixty (60) days from filing thereof, or if a receiver or trustee is appointed for Tenant's property and the acceptance order appointing such receiver or trustee remains in force for thirty (30) days after the entry of rent by Landlord from such order; or if, whether voluntarily or involuntarily, Tenant with knowledge takes advantage of a violation any debtor relief proceedings under any present or future law, reduced payment thereof deferred; or if Tenant makes an assignment for the benefit of the creditors; or if Tenant's effects shall be levied upon or attached under process against Tenant, not satisfied or dissolved within thirty (30) days after written notice from Landlord to Tenant to obtain satisfaction thereof; or if Tenant shall vacate or abandon the Leased Premises; or if Tenant shall fail to perform or observe any other covenant, agreement, or condition to be performed or kept by the Tenant under the terms and provisions of this paragraphLease, and such failure shall continue for thirty (30) days after written notice thereof has been given by Landlord to the Tenant (unless Tenant cannot cure such defect in thirty (30) days) then in any one of such events, Landlord shall have the right, at the option of the Landlord, then or at any time thereafter while such defaults continue, to elect either: (1) to cure such default or defaults at the expense of Tenant and without prejudice to any other remedies which it might otherwise have, any payment made or expenses incurred by Landlord in curing such default shall bear interest thereon current lending rate or at the legal rate whichever shall be deemed lower, to be a waiver by Landlord of any provision of this Article or this Lease or and become additional rent to be a consent to any subletting paid by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee next installment of rent becoming due thereafter; or sublessee; (f2) to re-enter the use Leased Premises and dispossess Tenant, with or without an order of the court, and remove their effects, and take complete possession of the Leased Premises by the proposed assignee or sublessee will violate and then elect to take any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as one of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; following actions: (i) there is an Event of Default under declare this Lease, Lease forfeited and the term ended; or there have been three (ii) elect to continue this Lease in full force and effect; or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (jiii) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division declare Tenant's right to possession of the Leased Premises into more than three subparcels or would require improvements to be made outside terminated; or (iv) exercise any other remedies or maintain any action permitted under the law. In such re-entry the Landlord may, without committing trespass, have all persons and Tenant's personal property removed from the Leased Premises. Tenant hereby covenants in such event for itself and all others occupying the Leased Premises under Tenant to peacefully yield up and surrender the Leased Premises to the Landlord. Should Landlord declare either (i) this Lease forfeited and the term ended; (ii) the termination of Tenant's right to possession of the Leased Premises; then in any one such events, Landlord shall be entitled to recover from Tenant the rent and all other sums due and owing by Tenant to the date of termination, plus the costs of curing all of Tenant's defaults existing at or prior to the date of termination less the reasonable rental value of the Leased Premises for the same period. Should Landlord elect to continue this Lease in full force and effect, Landlord shall waive its right to declare Tenant in default until such time as another such incident of default, as defined herein, occurs again.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Premises by the proposed use is not assignee or sublessee would involve occupancy by other than a Permitted UseUse as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any monetary or material non-monetary obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign assign, encumber or otherwise transfer its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or A voluntary assignment without in accordance with Section 7.9 below shall not require Landlord’s prior written 's consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity Person other than Tenant, or the acceptance of rent Rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphArticle 7, shall not be deemed to be a waiver by Landlord of any provision of this Article 7 or this Lease or to be a consent to any subletting by Tenant or any assignment assignment, encumbrance or other transfer of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an a proposed assignment or subletting, Landlord and Tenant acknowledge and agree that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the The proposed assignee or sublessee Transferee (as defined below) is a governmental agencyagency or possesses diplomatic or sovereign immunity; (b) In Landlord's reasonable judgment, the proposed use Transferee is or will be engaged in a business or activity at the Premises, or the Premises will be used in a manner, that (1) is not a in keeping with the then standards of the Building, (2) is not for the Permitted Use, or (3) violates any restrictions set forth in this Lease or in any mortgage and/or deed of trust affecting the Building or the Property; (c) in Landlord’s reasonable judgment, the The financial worth of a the proposed assignee is less than that of Tenant or Transferee does not meet the reasonable credit standards applied by of Landlord; (d) The reputation and character of the proposed assignee Transferee do not meet the reasonable standards of Landlord; (e) In Landlord's reasonable judgment, the proposed occupancy would impose an additional material burden upon the Building systems or sublessee Landlord's ability to provide services to the other tenants or occupants (including Landlord) of the Building; (f) The proposed Transferee (or any of its Affiliates) has, in the five (5) years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (eg) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord Transferee or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, CaliforniaAffiliates; (h) The use of the Premises by the proposed Transferee will violate any applicable Laws; (i) If there is space available in the Building for lease and the proposed Transferee is either a (1) tenant in the Building or (2) a Person (or Affiliate of a Person) with whom Landlord is then or has been within the prior two (2) months negotiating in connection with the rental of space in the Building, at the time of Tenant's request for consent or at the time the proposed assignment or sublease will take effect the Transferee; (j) The proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ik) there is An Event of Default shall then exist or an Event of Default under this Lease, or there shall have been three occurred on two (2) or more Events of Default occasions during the 12 twelve (12) months preceding the date that Tenant shall request consent; or (jl) in the case The proposed assignee or sublessee is Oracle Corporation or any corporation or other entity that is controlled by Oracle Corporation ("controlled" by Oracle Corporation meaning a corporation or other entity that is wholly owned by Oracle Corporation or at least fifty-one percent (51%) of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premiseswhose voting equity is owned by Oracle Corporation).

By Tenant. Except Tenant represents and warrants to Landlord that: 9393.9 (NHP Portfolio Lease) (a) this Master Lease and all other documents executed or to be executed by Tenant in connection herewith have been duly authorized and shall be binding upon Tenant; (b) each entity comprising Tenant is duly formed, validly existing and in good standing under the laws of the State of its formation and at least one of such entities is duly authorized and qualified to perform this Master Lease within the State(s) where any portion of the Premises is located; (c) neither this Master Lease nor any other document executed or to be executed by Tenant in connection herewith violates the terms of any other agreement of any entity comprising Tenant; (d) all documents, plans, surveys and other data or information, including financial data and information, related to the Meditrust Carolina Facilities and prepared by or on behalf of Tenant and provided by or on behalf of Tenant to Landlord in connection with the transactions contemplated in this Master Lease, are true, correct and complete in all material respects and disclose all material facts with no material omissions with respect thereto; (e) Tenant holds good and marketable title to, and the entire right, title, and interest in, the Tenant Property located in the Meditrust Carolina Facilities, free and clear of any and all leases, Liens, encumbrances, or other liabilities, except as expressly otherwise permitted under Section 9.2; (f) there are no Liens encumbering title to any of the Meditrust Carolina Facilities arising by, through or under Tenant; (g) each Meditrust Carolina Facility has available to its boundaries adequate utilities, including without limitation, adequate water supply, storm and sanitary sewage facilities, telephone, gas, electricity and fire protection, as is required for the operation of such Meditrust Carolina Facility as contemplated under this Master Lease; (h) except to the extent set forth to the contrary on Schedule 5, to the best of Tenant's knowledge, the improvements at each Meditrust Carolina Facility and each portion thereof (i) have been constructed in Paragraph 7.2 belowa good and workmanlike manner, free from material defects and in material compliance with all applicable laws, and (ii) are in good condition and repair, free from material defects and in material compliance with all applicable laws and CC&R's; (i) except to the extent set forth to the contrary on Schedule 5, to the best of Tenant's knowledge, each Meditrust Carolina Facility is properly zoned for its current use and intended use hereunder, and the real property comprising each Meditrust Carolina Facility and the operation and use thereof, including all boundary line adjustments to such real property, materially comply with all applicable laws including laws concerning the subdivision of real property; (j) except to the extent set forth to the contrary on Schedule 5, to the best of Tenant's knowledge, there are not now, and have not been during Tenant's occupancy of the Meditrust Carolina Facilities under the Meditrust Lease Documents, (i) any Hazardous Materials installed or stored in or otherwise present or existing at, on, in or under any Meditrust Carolina 9393.9 (NHP Portfolio Lease) Facility, (ii) any Environmental Activities at any Meditrust Carolina Facility, (iii) any Hazardous Materials Claims at any Meditrust Carolina Facility, and (iv) any violation of any Hazardous Materials Law affecting any Meditrust Carolina Facility; (k) except to the extent set forth to the contrary on Schedule 5, to the best of Tenant's knowledge, there are no soil conditions adversely affecting any Meditrust Carolina Facility; (l) except to the extent set forth to the contrary on Schedule 5, Tenant has received no notice and to the best of its knowledge has no knowledge that (i) any government agency or any employee or official thereof considers that the conduct of the Business at any Meditrust Carolina Facility, or the operation or use of any Meditrust Carolina Facility for its current use, has failed or will fail to materially comply with any applicable law, (ii) any investigation has been commenced or is contemplated respecting any such possible or actual failure of the Business conducted at any Meditrust Carolina Facility, or the operation or use of any Meditrust Carolina Facility for its current use, to materially comply with any applicable law, other than routine deficiencies noted in connection with licensing surveys and inspections, each of which is or shall not sublet promptly be addressed in an appropriate plan of correction in accordance with applicable law, and (iii) there are any unsatisfied requests for repairs, restorations or alterations with regard to any Meditrust Carolina Facility from any person, entity or authority, including, any lender, insurance carrier or governmental authority, other than routine deficiencies noted in connection with licensing surveys and inspections, each of which is or shall promptly be addressed in an appropriate plan of correction in accordance with applicable law; (m) except to the Leased Premises extent set forth to the contrary on Schedule 5, there are no material actions, suits or proceedings pending or threatened before or by any judicial, administrative or union body, any arbiter or any governmental authority, against or affecting Tenant, or any Meditrust Carolina Facility or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenanttransactions contemplated by, or the acceptance enforceability of, this Master Lease, and there are no existing or, to the best of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphTenant's knowledge, shall not be deemed to be a waiver by Landlord of any provision of this Article proposed or this Lease threatened eminent domain or to be a consent similar proceedings which would affect title or access to any subletting by Tenant or Meditrust Carolina Facility in any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agencymanner whatsoever; (bn) Tenant has obtained and holds all consents, approvals, licenses, permits and other permissions related to leasing the proposed use is not a Permitted UseMeditrust Carolina Facilities from Landlord, operating the Meditrust Carolina Facilities as contemplated under this Master Lease and conducting the Business thereon and the other matters and transactions contemplated herein as are required or Tenant under any applicable law; (co) in Landlord’s reasonable judgmentexcept to the extent set forth to the contrary on Schedule 5, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years immediately prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; Effective Date (i) there is an Event were no existing breaches of Default or defaults or events of default under this Leaseany Meditrust Lease Document by any entity comprising Tenant or, to the best of Tenant's knowledge, by any entity comprising Meditrust Landlord, and (ii) all rent, taxes, expenses and other charges owed by any Tenant under any Meditrust Lease Document to Meditrust Landlord or there any other Person have been three paid or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or otherwise satisfied. 9393.9 (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.NHP Portfolio Lease)

By Tenant. Except as expressly permitted Tenant shall be responsible to perform all maintenance and repairs to the Premises that are not Landlord’s express responsibility under this Lease, at Tenant’s sole cost and expense. Tenant shall keep the Premises in Paragraph 7.2 belowgood condition and repair, ordinary wear and tear excepted. Tenant’s repair obligations include, without limitation, repairs to: (1) floor covering and/or raised flooring; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and data cabling and related equipment (collectively, “Cable”) that is installed by or for the benefit of Tenant and located in the Premises or other portions of the Building or Project; (6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, dishwashers, ice machines and similar facilities serving Tenant exclusively; (7) phone rooms used exclusively by Tenant; (8) Alterations performed by contractors retained by or on behalf of Tenant, including related HVAC balancing; and (9) all of Tenant’s furnishings, trade fixtures, equipment and inventory. Landlord reserves the right to perform any of the foregoing maintenance or repair obligations or require that such obligations be performed by a contractor approved by Landlord, such approval not to be unreasonably withheld, all at Tenant’s expense. All work shall be performed in accordance with the rules and procedures described in Section 8(a). If Tenant fails to make any repairs to the Premises for more than thirty (30) days after written notice from Landlord (although notice shall not be required if there is an emergency, or if the area to be repaired is visible from the exterior of the Building), or, if Tenant fails to commence a cure and diligently pursue a cure to completion if the cure cannot be completed within said thirty (30) day period, then Landlord may, in addition to any other remedy available to Landlord, make the repairs, and Tenant shall pay the reasonable cost of the repairs to Landlord within thirty (30) days after receipt of an invoice. However, notwithstanding the foregoing, Tenant shall not sublet the Leased Premises or be liable for any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed failure to be a waiver by Landlord of any provision of this Article or this Lease make repairs or to be perform any maintenance hereunder unless such failure shall persist for longer than a consent to any subletting by Tenant or any assignment of commercially reasonable time after Tenant’s interest in this Leasereceipt of written notice from Landlord requesting such repairs or maintenance. Without limiting At the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date expiration of this Lease, Tenant shall surrender the Premises in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates good condition, excepting reasonable wear and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms tear and provisions losses required to be included therein pursuant restored by Landlord. If Landlord elects to this Article 7; store any personal property of Tenant, including goods, wares, merchandise, inventory, trade fixtures and other personal property of Tenant, same shall be stored at the sole risk of Tenant. It is generally understood that mold spores are present essentially everywhere and that mold can grow in most any moist location. Emphasis is properly placed on prevention of moisture and on good housekeeping and ventilation practices. Tenant acknowledges the necessity of housekeeping, ventilation, and moisture control (iespecially in kitchens, janitor’s closets, bathrooms, break rooms and around outside walls) there is an Event of Default under this Leasefor mold prevention. Tenant agrees to immediately notify Landlord if it observes mold/mildew and/or moisture conditions (from any source, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premisesincluding leaks), if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements and allow Landlord to be made outside of the Leased Premisesevaluate and make recommendations and/or take appropriate corrective action.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowVI.2.1 Upon receipt of Landlord's prior written approval, Tenant may from time to time, at its own expense, alter, renovate or improve the interior of the Premises provided the same be performed in a good and workmanlike manner, in accordance with accepted building practices and so as not to weaken or impair the strength or lessen the value of the Building in which the Premises are located. No changes, alterations or improvements affecting the exterior of the Premises or the Building or the Building systems shall be made by Tenant without the prior written approval of Landlord, which may be unreasonably withheld. Any work done by Tenant under the provisions of this Section shall not sublet interfere with the Leased Premises use by the other tenants of their premises in the Building. Tenant also agrees to pay 100% of any increase in the Real Estate Taxes or any portion thereof Landlord's Personal Property Taxes resulting from such improvements by or assign its interest for Tenant. VI.2.2 All alterations, decorations, additions and improvements made by Tenant, or made by Landlord on Tenant's behalf as provided in this Lease, whether voluntarily shall remain the property of Tenant for the Lease Term or by operation of Lawany extension or renewal thereof, without Landlord’s prior written consent, which but they shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment removed from the Premises without Landlord’s the prior written consentconsent of Landlord. VI.2.3 Upon obtaining the prior written consent of Landlord, at Tenant shall remove such alterations, decorations, additions and improvements and restore the Premises as provided in Section VI.5, and if Tenant fails to do so and moves from the Premises, all such alterations, decorations, additions and improvements shall become the property of Landlord’s election, shall constitute a default by who may charge Tenant under for storing or disposing of any or all of such property. Landlord hereby agrees that if Tenant requests in writing prior to the terms installation of any alterations, improvements or additions that Landlord specify whether it will require the removal of the alterations, improvements or additions upon termination or expiration of this Lease. The acceptance of rent by Landlord from any person or entity other than shall so specify within ten (10) days after Tenant's request. If Landlord fails to respond to such a request, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting have not required the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use removal of the Leased Premises by alterations, improvements or additions upon the proposed assignee termination or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date expiration of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld or assign delayed. Landlord’s approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant’s written request. Tenant’s written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant’s removal obligations set forth in Paragraph 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its interest intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises. As used in this LeaseArticle, whether voluntarily the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or by operation of Lawthe like. Notwithstanding the foregoing, Tenant, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord permitted to withhold its consent in make non-structural alterations to the following instances: Building, provided that: (a) such alterations do not exceed $20,000 individually or $100,000 in the proposed assignee or sublessee is a governmental agency; aggregate over the Lease Term, (b) Tenant shall timely provide Landlord the proposed use is not a Permitted Use; notice required pursuant to Paragraph 4.9 above, (c) Tenant shall notify Landlord in Landlord’s reasonable judgmentwriting within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, the financial worth of a proposed assignee is less than that of Tenant either “as built” or does not meet the credit standards applied by Landlord; marked to show construction changes made, and (d) Tenant shall, upon Landlord’s request, remove the proposed assignee or sublessee has, in alteration at the five years prior to termination of the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of Lease and restore the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required their condition prior to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessuch alteration.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed use is not a assignee or sublessee would involve occupancy by other than the Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) with respect to an assignment, in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee hassublessee) has been in material default under a lease, has been in litigation with a previous landlord within the last five years, or in the five years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not assign this Lease or any interest herein and shall not sublet the Leased Premises or any portion part thereof or assign any right or privilege appurtenant thereto, or suffer any other 1. Tenant agrees that in the event Landlord withholds its interest consent to any assignment, subletting or occupancy contrary to the provisions of this Section 12.1, then Tenant's sole remedy shall be to seek an injunction in equity to compel Landlord to give its consent and Tenant expressly waives any right to damages in the event of such withholding by Landlord of its consent. If Tenant is a corporation, limited liability company or partnership and if the ownership or control thereof shall materially change at any time or from time to time from the present composition of same as it may exist at any time, or if a substantial portion of the assets of Tenant shall be sold, assigned or transferred with or without a specific assignment of this Lease, whether voluntarily or, if Tenant shall merge or consolidate with any firm or corporation, Landlord at its option may, if the same results in a material adverse affect on the net worth of Tenant, by operation of Law, without Landlord’s giving sixty (60) days' prior written consentnotice to Tenant, which declare such change a breach of this Lease subject to the remedies provided for breach in Article XIII hereof. Tenant shall immediately give written notice to Landlord of any change in ownership contemplated by this Section 12.1. (a) a parent, subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (b) a successor corporation related to Tenant by merger (including without limitation the proposed merger of Tenant with Hycor Biomedical, Inc), consolidation, reorganization or governmental action; or (c) a purchaser of Tenant's leasehold interest in the Leased Premises; provided that (i) the transferee or assignee or transferor, shall remain liable for performance of all obligations under this Lease, (ii) Tenant, as assignor or transferor, shall remain liable for performance of all obligations under the Lease, (iii) as of the date of such transfer, the purchaser, assignee, sublessee or transferee shall have the financial ability to perform (in Landlord's reasonable business judgment) its obligations with respect to this Lease and/or Leased Premises and (iv) at the time of the transfer, sublease or assignment, Tenant shall not be unreasonably withheldin default of any of its obligations under the Lease (each of the foregoing is a "Permitted Transfer"). For the purpose of this Lease, conditioned any (w) sale or delayed. Any attempted transfer of Tenant's capital stock through any nationally recognized public exchange, (x) redemption or issuance of additional stock of any class, (y) transaction which causes Tenant, or its successor in interest, to be traded on a nationally recognized public exchange, or (z) transaction that occurs when Tenant, or its successor in interest, is traded on a nationally recognized public exchange, shall not be deemed an assignment, subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by any other transfer of the Lease of the Leased Premises. If the original Tenant under this Lease assigns this Lease in accordance with the terms of this Lease. The acceptance of rent by , then Landlord from any person or entity other than Tenantshall provide written notice to the original Tenant whenever Landlord is required to provide, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphdoes provide, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent notice to any subletting by successor Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there and the original Tenant shall have been three or more Events of Default the right to cure any default by the successor Tenant, and Landlord shall accept such cure, during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements period provided for such cure pursuant to be made outside of the Leased Premisesthis Lease.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make no alterations, additions, or improvements to the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without obtaining Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s electionexcept for interior, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge nonstructural alterations of a violation of the provisions of this paragraph, shall decorative nature that do not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: exceed more than Two Dollars (a$2.00) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use per rentable square foot of the Leased Premises by in the aggregate. As a condition to performing such alterations, whether or not requiring Landlord’s consent, Landlord may require Tenant to provide Landlord with all plans and specifications for the proposed assignee or sublessee will violate alterations and with all agreements with proposed contractors and subcontractors. Upon completion of any applicable Lawalterations requiring Landlord’s consent hereunder, ordinance or regulation; (g) Tenant shall pay to Landlord an amount equal to the proposed assignee or sublessee is, as lesser of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event five percent (5%) of Default under this Leasethe total cost of such alterations, or there have been three or more Events (ii) Landlord’s construction manager’s fee in reviewing and inspecting such alterations (such construction manager’s rate is $100.00 per hour), to reimburse Landlord for review of Default during all plans and specifications and final inspection of the 12 months preceding the date that work. All such alterations, additions, and improvements shall be at Tenant’s sole expense and shall be performed by qualified contractors and subcontractors (Tenant shall request consent; or (j) in submit the case names of a subletting such contractors and subcontractors to Landlord prior to performing any alterations or additions). Tenant shall indemnify Landlord against the imposition of less than the entire Leased Premisesmechanics’ or materialmen’s liens resulting from work performed by Tenant’s contractors. All improvements, if the subletting would result in the division of additions, and alterations to the Leased Premises into more than three subparcels or would require improvements (except trade fixtures) shall become the property of Landlord and shall be surrendered up to be made outside Landlord upon the expiration of this Lease unless otherwise agreed by Landlord and Tenant. Landlord acknowledges that all conveyors, trade fixtures and warehousing equipment and racking are the property of Tenant. Prior to Tenant performing any alterations to the Leased PremisesPremises in excess of $20,000.00 for which a lien could be filed against the Leased Premises or the Property, Tenant shall have its contractor execute and file in the appropriate public office a Waiver of Mechanics’ Lien, in statutory form and provide Landlord with an original copy thereof.

By Tenant. Except as expressly permitted Tenant agrees to indemnify, defend and hold Landlord, its officers, partners, members, agents, affiliates, management company, concessionaires and employees, harmless against any and all liabilities, claims, demands, damages, costs, and expenses, including reasonable attorneys’ fees arising in Paragraph 7.2 below, Tenant shall not sublet connection with: the Leased conduct or management of Tenant’s business in the Premises or Facility or its use for any portion thereof reason of the Premises or assign Facility; any failure on the part of Tenant to observe, perform or comply with any terms, covenants or conditions of this Lease; any act or negligence of Tenant, its interest officers, agents, contractors, employees, subtenants, or invitees in or about the Premises or the Building; or loss of life, personal injury or damage to Facility caused to any person on or about the Premises. In case of any action or proceeding brought against Landlord by reason of any such claim, Tenant, on notice from Landlord, agrees to defend the action or proceeding with counsel reasonably acceptable to Landlord, or at the election of Landlord to pay all attorney’s fees and costs incurred by Landlord in connection with any of the foregoing matters. Without limiting the foregoing or any other waivers in favor of Landlord set forth in this Lease, whether voluntarily or by operation Tenant will forever release and hold Landlord harmless from all claims arising out of Law, without damage to Tenant’s property unless such damage occurs as a result of Landlord’s prior grossly negligent and deliberate failure to make repairs required by this Lease within a reasonable time after having received written consentnotice of the need for such repair, and in no event shall Landlord be liable for damage to Tenant’s property which shall not be unreasonably withheld, conditioned is or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default could have been insured against by Tenant under commonly available insurance policies. In case any such claim, action or proceeding for which Landlord is indemnified is brought against Landlord, upon notice from Landlord and at Tenant’s sole cost and expense, Tenant shall resist or defend such claim, action or proceeding or shall cause it to be resisted or defended by an insurer. The indemnifications and releases set forth in this Paragraph 13.01 shall survive the terms expiration or other termination or other termination of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premiseslease.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet In the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation event of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default failure by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or perform any of its affiliates for a lease covenants or agreements under this Agreement, Subtenant shall give Tenant written notice of such failure and shall give Tenant five (5) days more than the period provided in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all Section 10.2 of the Sublease to cure or commence to cure such failure prior to any claim for breach or damages. Subtenant’s exclusive remedies against Tenant shall be those set forth in Section 10.2 of the Sublease. Notwithstanding the foregoing, Tenant hereby acknowledges that Tenant’s failure to pay the rent and other sums owing by Tenant to Sublandlord under the Sublease will cause Subtenant to incur damages, costs and expenses not contemplated by this Sublease, especially in those cases where Subtenant has paid sums to Tenant hereunder which correspond in whole or in part to the amounts owing by Tenant to Sublandlord under the Sublease. Accordingly, Subtenant shall have the right to pay all rent and other sums owing by Subtenant to Tenant hereunder for those items which also are owed by Tenant to Sublandlord under the Master Lease directly to Sublandlord on the following terms and provisions conditions: (i) Subtenant reasonably believes that Tenant has failed to make any payment required to be included therein pursuant made by Tenant to Sublandlord under the Sublease and Tenant fails to provide adequate proof of payment within two (2) business days after Subtenant’s written demand requesting such proof; (ii) Subtenant shall provide to Tenant concurrently with any payment to Sublandlord reasonable evidence of such payment; and (iii) if Tenant notifies Subtenant that it disputes any amount demanded by Sublandlord, Subtenant shall not make any such payment to Sublandlord unless Sublandlord has provided a three-day notice to pay such amount or forfeit the Sublease. Any sums paid directly by Subtenant to Sublandlord in accordance with this Article 7; (i) there is an Event of Default section shall be credited toward the amounts payable by Subtenant to Tenant under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased PremisesAgreement.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof or assign its interest improvements within the Leased Premises until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of Law, without Landlord’s prior written consentthe plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettinggenerality of the foregoing, Landlord and Tenant acknowledge acknowledges that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee to any modification, alteration or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) improvement if, in Landlord’s 's reasonable judgment, such modification, alteration or improvement would adversely affect the financial worth structure of the Building, any of the Building's systems, the appearance of the Building or the value or utility of the Building or the Property. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a proposed assignee is less than that of Tenant or does not meet the credit standards applied licensed contractor first approved by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation substantial compliance with the proposed assignee or sublessee; (f) the use of the Leased Premises Landlord-approved plans and specifications therefor. All work undertaken by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, Tenant shall be done in negotiations accordance with Landlord or any of its affiliates for a lease all Laws and in a property owned by Landlord good and workmanlike matter using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; such improvements until (i) there is an Event of Default under this Lease, or there all required governmental approvals and permits shall have been three or more Events of Default during the 12 months preceding the date that obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall request consent; or have given Landlord at lease five (j5) business days prior written notice of its intention to commence such work so that Landlord may post and the notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in pal amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the case of a subletting of less than the entire Leased Premisesfloor, if the subletting would result in the division of the Leased Premises into more than three subparcels roof or would require improvements to be made outside exterior walls of the Leased Premises. As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent (but subject it the other terms and conditions of this Article 6), shall be permitted to make alterations to the Premises which do not affect the structure of the Building or the Premises, do not affect the plumbing, electrical, mechanical or other systems of the Building and do not affect the appearance of the Premises viewed from the exterior, provided that: (a) such alterations do not exceed $25,000 individually or $100,000 in the aggregate, (b) Tenant shall timely provide Landlord the notice required pursuant to Paragraph 4.9 above, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, either "as built" or marked to show construction changes made, and (d) Tenant shall, upon Landlord's request, remove the alteration at the termination of the Lease and restore the Leased Premises to their condition prior to such alteration.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned withheld or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord’s reasonable judgment, the use of the Leased Premises by the proposed use is not assignee or sublessee would involve occupancy by other than for a Permitted Use, would entail any alterations which would substantially lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) with respect an assignment, in Landlord’s reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee hashas been in material default under a lease within the last two (2) years, has been in litigation within the last two (2) years with a previous landlord, or in the five two (2) years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord’s reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements to or assign its interest in this Lease, whether voluntarily or by operation of Law, within the Leased Premises without Landlord’s prior written consentapproval, and then not until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not nor be unreasonably withheld. Tenant may, conditioned or delayed. Any attempted subletting or assignment however, make nonstructural alterations without Landlord’s consent to the extent the cost of any particular project is less than twenty-five thousand dollars($25.000). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense, using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality that match or complement the original improvements existing as of the Lease Commencement Date. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord or least five business days prior written consentnotice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, at and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s election, shall constitute a default risk insurance in an amount satisfactory to Landlord to cover any perils relating to the proposed work not covered by insurance carried by Tenant under pursuant to Article 9. In no event shall Tenant make any modifications, alterations or improvements to the terms Common Areas or any areas outside of the Leased Premises. As used in this Lease. The acceptance Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of rent by Landlord from any person or entity other than Tenantadditional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the acceptance of rent by Landlord from like. Tenant with knowledge of a violation of shall pay Landlord’s reasonable costs to inspect the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment construction of Tenant’s interest in this Leasealterations or modifications and to have Landlord’s architect revise Landlord’s drawings to show the work performed by Tenant. Without limiting Notwithstanding the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettingabove provisions, however, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is as a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use part of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawconsideration for Tenant and Landlord having entered into this Lease Agreement, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in intends to modify the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside interior of the Leased Premises. By the terms of Exhibit “C” hereof, Landlord agrees to reimburse Tenant for a portion of the expense in the modification of said interior (the “Initial Tenant Improvements”).

By Tenant. Except as expressly permitted All work in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s electionPremises, shall constitute a default be done by Tenant under in compliance with the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instancesfollowing: (a) No such work shall proceed without Landlord's prior written approval which approval shall not be unreasonably withheld or delayed, of (i) Tenant's contractor; (ii) detailed plans and specifications for the proposed assignee work; and (iii) a certificate of worker's compensation insurance in an amount and with a company and on a form acceptable to Landlord and a certificate of insurance in form and from an insurer acceptable to Landlord, showing Tenant or sublessee is a governmental agency;Tenant's contractor to have in effect public liability, comprehensive general liability and property damage insurance with limits of not less than $1,000,000/$5,000,000 and $2,000,000 respectively. All such certificates except worker's compensation shall be endorsed to show Landlord, Landlord's Contract Manager (Herb Xxxxxxx) xxd Landlord's Property Manager as an additional insured and such insurance shall be maintained by Tenant or Tenant's contractor at all times during the performance of Tenant's work. (b) All such work shall be done in conformity with applicable codes and regulations of governmental authorities having jurisdiction over the proposed use is Building and Premises and with valid building permits. Such permits and other authorizations from appropriate governmental agencies, when required, shall be obtained by Tenant's representative at Tenant's sole expense. Any work not a Permitted Use;acceptable to the appropriate governmental agencies or Landlord, shall be promptly replaced at Tenant's sole expense. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility therefor. Tenant agrees to save and hold Landlord harmless as provided in the Lease for said work. (c) Tenant and Tenant's contractors shall abide by all safety and construction laws, ordinances, rules and regulations. All work and deliveries shall be scheduled through Landlord's Contract Manager and Landlord's Property Manager by notice telecopied to (201) 000-0000 Xxxry by Tenant's contractors shall be deemed to be complete under all the terms, covenants, provisions and conditions of the Lease to the extent not inconsistent with Tenant's performance of the work. All Tenant's materials, work, installations and decorations of any nature brought upon or installed in the Premises before the Commencement Date shall be at Tenant's risk, and neither Landlord nor any party acting on Landlord's behalf shall be responsible for any damage thereto or loss or destruction thereof. Tenant shall not employ any contractor who in Landlord’s reasonable judgment's opinion may prejudice Landlord's negotiations or relationships with Landlord's contractors or subcontractors or the negotiations or relationship of those contractors or subcontractors with their employees, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord;as may disturb harmonious labor relations. (d) the proposed assignee Tenant shall reimburse Landlord for any extra expenses incurred by Landlord by reason of faulty work done by Tenant or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingTenant's contractors, or has been adjudged insolvent;by reason of delays caused by such work, or by reason of cleanup which fails to comply with Landlord's Rules and Regulations, or by reason of use of elevators outside normal working hours. (e) Landlord has experienced a previous uncured material default by Tenant's contractors shall not post any signs on any part of the Building or is in litigation with the proposed assignee or sublessee;Premises. (f) Tenant shall, upon Landlord's request, provide Landlord with copies of bills and invoices for the use cost of Tenant's Work hereunder and Tenant shall certify as to the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation;correctness of such bills and invoices. (g) Tenant shall reimburse Landlord for the proposed assignee or sublessee is, as cost of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located Landlord's Contract Manager in the City amount of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises$7,265.00.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency;; 66 (b) the proposed use is not a Permitted Use; (c) in Landlord’s 's reasonable judgment, the financial worth use of a the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than for a Permitted Use (unless such use is less than that permitted in other buildings of Tenant the Project), would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or does not meet the credit standards applied would require increased services by Landlord; (dc) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (ed) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (e) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7;; or (i) there Tenant is an Event in default of Default any obligation of Tenant under this LeaseLease (beyond any applicable notice and cure periods), or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 twelve (12) months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord’s reasonable discretion. Landlord’s approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant’s written request. Tenant’s written request shall also contain a request for Landlord to elect whether or assign not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election upon any subsequent request by Tenant or at the expiration or earlier termination of this Lease (and for purposes of Tenant’s removal obligations set forth in Section 2.7 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its interest intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises. As used in this LeaseArticle, whether voluntarily the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or by operation of Lawthe like. Notwithstanding the foregoing, Tenant, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord permitted to withhold its consent in make non-structural alterations to the following instances: Building, provided that: (a) such alterations do not exceed $50,000 individually or $200,000 in the proposed assignee or sublessee is a governmental agency; aggregate, (b) Tenant shall timely provide Landlord the proposed use is not a Permitted Use; notice no less than ten (10) days prior to commencing such alterations, (c) Tenant shall notify Landlord in Landlord’s reasonable judgmentwriting within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, the financial worth of a proposed assignee is less than that of Tenant either “as built” or does not meet the credit standards applied by Landlord; marked to show construction changes made, and (d) Tenant shall, upon Landlord’s request, remove the proposed assignee or sublessee has, in alteration at the five years prior to termination of the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of Lease and restore the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required their condition prior to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessuch alteration.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises (or any portion thereof thereof) or assign or encumber its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedconsent first obtained in accordance with the provisions of this Article 7. Any attempted subletting subletting, assignment or assignment encumbrance without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphArticle, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment or encumbrance of Tenant’s interest in this Lease. Without limiting Notwithstanding the circumstances in which it may be reasonable for forgoing, however, Landlord to withhold hereby gives its consent to an assignment sublet the premises commonly known and referred to as Renco 47 consisting of approximately 51,767 square feet of space for only the initial period of 36 months from the Commencement Date, without Landlord’s participation in Assignment Consideration and Excess Rentals and without being subject to any recapture or subletting, Landlord and Tenant acknowledge that it termination rights under Section 7.3. Such subletting shall be to a reasonable for subtenant and Landlord shall have the same rights as described in this Article 7 saving and excepting therefrom only the provision that Tenant share with the Landlord, Assignment Consideration and Excess Rentals. Notwithstanding anything to withhold its consent in the following instances: contrary herein, Tenant may, without Landlord’s prior written consent, sublet the Leased Premises or assign the Lease to (a) the proposed assignee a subsidiary, affiliate, division or sublessee is a governmental agency; corporation controlling, controlled by or under common control with Tenant, (b) the proposed use is not a Permitted Use; successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization, or government action, or (c) in Landlorda purchaser of substantially all of Tenant’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and assets located in the City Premises. A sale or transfer of MilpitasTenant’s capital stock shall not be deemed an assignment, California; (h) the proposed assignment subletting or sublease fails to include all any other transfer of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, Lease or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowIn order to be eligible for such partial disbursement, Tenant shall not sublet must submit to Lessor a sworn construction statement with respect to all work through the Leased Premises or any portion thereof or assign its interest thirtieth day of construction, proof that all work through the thirtieth day of construction has actually been paid for, and lien waivers for all work through the thirtieth day of construction. In order to be eligible for reimbursement, all work must be in this Lease, whether voluntarily or substantial compliance with the Plans approved by operation of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under Lessor and otherwise in accordance with the terms and conditions of this Lease. Provided that all of the foregoing conditions are satisfied, Lessor shall make the partial disbursement within fourteen business days after Tenant makes application to Lessor for the partial disbursement. The acceptance amount disbursed to Tenant upon final completion of rent the Tenant Improvements shall be reduced by Landlord the amount of any earlier partial disbursement. In the case of any failure of Lessor to make any payment due Tenant under this Section 13, if Lessor fails to pay the same within 10 days after written demand by Tenant to Lessor, Tenant shall have the right to deduct the amount past due from Lessor under this Section, without liability for forfeiture, as an offset against Monthly Rent. Tenant will not make any person alterations, additions or entity improvements in or to the Premises without first obtaining the written approval of Lessor, which approval shall not unreasonably be withheld. Tenant will get Lessor's prior written approval of any contractor or subcontractor who is to perform work on the Premises at Tenant's request, which approval shall not unreasonably be withheld. Lessor may require Tenant to post a bond, cash or other than Tenantsecurity to protect the Premises from mechanic's liens. All alterations by Tenant will be constructed with new materials unless the materials are already in the Premises, in a good and workmanlike manner, and in substantial compliance with the plans and specifications approved by Lessor and all applicable laws, ordinances, rules, orders, regulations, or other requirements of governmental authorities. Tenant will pay for any labor, services, materials, supplies or equipment properly furnished or alleged to have been furnished to Tenant in or about the acceptance of rent by Landlord Premises. Tenant will pay and discharge any mechanic's, materialmen's or other lien against the Premises resulting from Tenant Tenant's failure to make such payment or alleged failure to make such payment, or will contest the lien and deposit with knowledge of a violation Lessor cash equal to the amount of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord lien plus Lessor's reasonable estimate of any provision of this Article or this Lease or additional costs to be a consent remove the lien. If the lien is reduced to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable final judgment, Tenant will discharge the financial worth judgment and Lessor will return the cash deposited by Tenant. Lessor may post notices of a proposed assignee is less than that of Tenant or does not meet nonresponsibility on the credit standards applied Premises as provided by Landlord; (d) the proposed assignee or sublessee haslaw. All alterations, in the five years prior additions and improvements to the assignment Premises made at Lessor's or subleaseTenant's expense, filed for bankruptcy protectionexcept movable office furniture and Tenant's movable trade fixtures and equipment, has been will become the subject property of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation Lessor upon installation and will be surrendered with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date upon termination of this Lease, except as otherwise agreed in negotiations with Landlord or any of its affiliates for a lease in a property owned writing by Landlord or any of its affiliates Lessor and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased PremisesTenant.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld or assign delayed. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written notice of its interest intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this LeaseArticle, whether voluntarily the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or by operation of Lawthe like. Notwithstanding the foregoing, Tenant, without Landlord’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord permitted to withhold its consent in make non-structural alterations to the following instances: Building, provided that: (a) the proposed assignee or sublessee is a governmental agency; such alterations do not exceed $20,000 individually, (b) Tenant shall timely provide Landlord the proposed use is not a Permitted Use; notice required pursuant to Paragraph 4.9 above, (c) Tenant shall notify Landlord in Landlord’s reasonable judgmentwriting within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, the financial worth of a proposed assignee is less than that of Tenant either "as built" or does not meet the credit standards applied by Landlord; marked to show construction changes made, and (d) Tenant shall, upon Landlord's request, remove the proposed assignee or sublessee has, in alteration at the five years prior to termination of the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of Lease and restore the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required their condition prior to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessuch alteration.

By Tenant. This Paragraph 6.1 does not relate to the Tenant Improvements installed in accordance with and pursuant to the Work Letter, but to alterations, modifications, and improvements made after the date the Tenant Improvements are substantially completed. Except for Permitted Alterations (as expressly permitted in Paragraph 7.2 belowhereinafter defined), Tenant shall not sublet make any alterations to or modifications of the Leased Premises or the Property, or construct any portion thereof improvements within the Leased Premises or assign its interest Tenant’s exclusive use areas of the Property until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of Lawthe plans and specifications therefor, without which approval may be withheld in Landlord’s prior written consentsole discretion as to alterations, modifications, and improvements which affect the Building structure or materially affect Building systems, and otherwise such approval shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting Tenant’s written request shall also contain a request for Landlord to elect whether or assignment without Landlord’s prior written consentnot it will require Tenant to remove the subject alterations, modifications or improvements at Landlord’s election, shall constitute a default by Tenant under the terms expiration or earlier termination of this Lease. The acceptance of rent by If such additional request is not included, Landlord from any person or entity other than Tenantmay make such election at least sixty (60) days prior to the expiration, or ten (10) days after the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions earlier termination, of this paragraphLease. If and only if, Landlord shall not be deemed to be a waiver by have notified Tenant in writing at the time Landlord of any provision of this Article or this Lease or to be a provided consent to any subletting modifications, alterations or improvements to be made by Tenant, that they would have to be removed, Tenant shall, upon the expiration or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date sooner termination of this Lease, in negotiations with Landlord remove any such modifications, alterations or improvements constructed or installed by Tenant (“Required Removables”) and repair all damage caused by such removal. For the avoidance of doubt, under no circumstance shall Tenant be required to remove or restore (or pay for any removal or restoration of) the Tenant Improvements, the ECV Stations, or any of its affiliates for Permitted Alterations. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a lease licensed contractor reasonably satisfactory to Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor, if any. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a property owned by Landlord good and workmanlike manner using materials of as good or any of its affiliates and located better quality existing in the City Building. Tenant shall not commence the making of Milpitas, California; (h) any such modifications or alterations or the proposed assignment or sublease fails to include all construction of the terms and provisions required to be included therein pursuant to this Article 7; any such improvements until (i) there is any and all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an Event amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of Default under additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding anything to the contrary in this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in have the case of a subletting of less than the entire Leased Premisesright to make modifications, if the subletting would result in the division of alterations and/or improvements to the Leased Premises into and any exclusive use areas of the Outside Areas so noted on the Site Plan without Landlord’s consent if such modifications, alterations and/or improvements will not (a) affect the Building Systems in any material way or the structural components of the Building or (b) cost more than three subparcels or would require improvements $250,000 in the aggregate in any consecutive twelve (12) month period, provided (i) that prior to making any such modifications, alterations and/or improvements, Tenant (A) provides Landlord ten (10) business days’ prior written notice of its intent to do so (which notice shall include a reasonably detailed description of the work to be made outside by Tenant), and (B) shall have secured the approval of all governmental authorities and all permits required by governmental authorities having jurisdiction over such approvals and permits for such modifications, alterations and/or improvements, and shall have provided copies of such approvals and permits to Landlord prior to commencing any work, (ii) all such modifications, alterations and/or improvements are made in compliance with the provisions and restrictions set forth in this Paragraph 110015197v.8 6.1 other than obtaining Landlord consent and any requirement for removal upon the expiration or sooner termination of this Lease, and (iii) Tenant shall notify Landlord in writing within thirty (30) days after completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, either “as built” or marked to show construction changes made (collectively, “Permitted Alterations”). Notwithstanding the foregoing, Tenant shall have the right to install an electronic badge security system for the entry points to and within the Leased Premises.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet The occurrence of any one or more of the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, following events shall constitute a default and breach of the Lease by Tenant. The Abandonment of the Premises by Tenant. The failure of Tenant under to timely vacate and surrender possession of the terms Premises upon termination or expiration of Xxxxxx’s right thereto or expiration or termination of this Lease. The acceptance failure by Tenant to make any payment of rent Base Rent, or any other payment required to be made by Tenant to Landlord hereunder, as and when due, where such failure shall continue for a period of ten (10) business days after written notice thereof by Landlord from to Tenant. The failure of Tenant to make any person payment or entity to perform any obligation owing to Landlord under this Lease, any Shared Facilities Agreement or any other than agreement or contract between Landlord and Tenant or to which this Lease are expressly made subject, as and when such payment or performance is due. Becoming insolvent as defined by applicable California law; or the making by Tenant of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); or the acceptance of rent by Landlord from Tenant with knowledge appointment of a violation trustee or a receiver to take possession of substantially all of Tenant’s assets located at the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article Premises or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use where possession is not a Permitted Use; restored to Tenant within thirty (c30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, where such seizure is not discharged in negotiations thirty (30) days. The failure of Tenant to timely observe or perform any other covenant, condition or provision of this Lease and such failure shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; or The failure of Tenant to maintain its charter to operate as a charter school or otherwise comply with the requirements of the California Education Code and such failure shall continue for a period of thirty (30) days after written notice thereof by the Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. By Landlord: The failure by Landlord to observe or perform any of its affiliates the covenants, conditions or provisions of this Lease to be observed or performed by the Landlord shall constitute a default and breach of the Lease by Landlord where such failure shall continue for a lease in a property owned period of thirty (30) days after written notice thereof by Xxxxxx. If the nature of Landlord’s performance is such that it cannot reasonably be completed within said thirty (30) or five (5) days, as applicable, then Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required shall not be deemed to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during in default if Landlord shall commence and diligently execute such acts within the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisesperiod herein set forth.

By Tenant. Except The following provisions shall apply to any direct or --------- indirect assignment, subletting, change of control (as expressly permitted defined in Paragraph 7.2 Section 14.1.4 below, ) or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this Section as "Tenant"): 14.1.1 Tenant shall not sublet do any of the Leased Premises or any portion thereof or assign its interest in this Leasefollowing (collectively referred to herein as a "Transfer"), whether voluntarily voluntarily, involuntarily, or by operation of Lawlaws, without Landlord’s the prior written consentconsent of Landlord: (i) sublet all or any part of the Building or Other Areas or allow it to be sublet, which shall not be unreasonably withheld, conditioned occupied or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default used by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) transfer any right appurtenant to this Lease or the Premises; (iv) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (v) terminate or materially amend or modify an assignment, sublease, or the acceptance of rent other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs and attorneys' fees incurred by Landlord from in connection with the processing and/or documentation of any requested Transfer whether or not Landlord's consent is granted. Any Transfer so approved by Landlord shall not be effective until Tenant has paid all such costs and attorneys' fees to Landlord and delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is in form approved by Landlord, (ii) contains substantially the same terms and conditions as stated in Tenant's notice given to Landlord pursuant to Section 14.1.2 below, and (iii) contains the agreement of the proposed Transferee to assume all obligations of Tenant related to the Transfer arising after the effective date of such Transfer and to remain jointly and severally liable therefor with knowledge of Tenant. Any attempted Transfer without Landlord's consent shall constitute a violation Default by Tenant and shall be voidable at Landlord's option. Landlord's consent to any one Transfer shall not constitute a waiver of the provisions of this paragraph, shall not be deemed Section 14.1 as to be a waiver by Landlord of any provision of this Article or this Lease or to be subsequent Transfer nor a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessubsequent Transfer.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowBy taking possession of the Premises, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or have accepted the Premises as being in good and sanitary order, condition and repair and to be a consent to any subletting by Tenant or any assignment of Tenant’s interest have accepted the Premises in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, their condition existing as of the date of such possession, subject to all applicable laws, covenants, conditions, restrictions, easements, and other matters of public record and the Rules and Regulations from time to time promulgated by Landlord governing the use of any portion of the Project. Tenant shall further be deemed to have accepted the Tenant improvements constructed by Landlord, if any, as being completed in accordance with the plans and specifications for such improvements, excluding only the punch list items referred to in Article 4a. above. Tenant shall at Tenant's sole cost and expense, keep every part of the Premises in good condition and repair, ordinary wear and tear excepted. If Tenant fails to maintain the Premises as required by this Lease, Landlord may give Tenant notice to do such acts as are reasonably required to so maintain the Premises and if Tenant fails to commence such work immediately in negotiations with an emergency or where immediate action is required to protect the Premises or any portion of the Project, or within ten (10) days after such notice is given under other circumstances, and diligently prosecute it to completion, then Landlord or any of its affiliates for a lease Landlord's agents, in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails addition to include all of the terms rights and provisions remedies available hereunder or by law and without waiving any alternative remedies, shall have the right to enter the Premises and to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Any amount so expended by Landlord shall be included therein paid by Tenant to Landlord as additional rent, upon demand. With respect to any work performed by Landlord pursuant to this Article 7; (i) there 11.a., Landlord shall be liable to Tenant only for physical damage caused to Tenant's personal property located within the Premises to the extent such damage is caused by Landlord's active negligence or willfulmisconduct and such damage is neither insured against nor required to be insured against by Tenant pursuant to this Lease. In no event shall Landlord have any liability to Tenant for any other damages, or for any inconvenience or interference with the use of the Premises by Tenant, or for any consequential damages, including lost profits, as a result of performing any such work. Except as specifically provided in an Event of Default under addendum, if any, to this Lease, Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or there have been three paint the Premises or more Events of Default during any part thereof and the 12 months preceding panics hereto affirm that Landlord has made no representations or warranty to Tenant respecting the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division condition of the Leased Premises into more than three subparcels or would require improvements to be made outside any part of the Leased PremisesProject except as specifically set forth in this Lease.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, The following provisions shall apply to any assignment or subletting by Tenant: (a) Tenant shall not sublet the Leased Premises or any portion thereof assign or assign encumber its interest in this Lease, whether voluntarily or by operation of Law, law without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Without limiting the generality of the foregoing, (i) it shall be reasonable for Landlord to withhold such consent if, on the date such consent is requested, Tenant is in default hereunder, (ii) unless the proposed assignee is substantially more solvent than Tenant and Guarantor (on a consolidated basis), it shall be reasonable for Landlord to withhold such consent if, on the date Landlord’s consent is requested, the Guaranty is no longer in full force and effect or if, on the date Landlord’s consent is requested, the Guaranty provides materially less security to Landlord than it provided on the Commencement Date, in Landlord’s reasonable judgment, and (iii) it shall be unreasonable for Landlord to withhold such consent as to an assignment to an affiliate of Tenant or a deemed assignment under paragraph (e) below unless, in either case, the Guaranty is no longer in full force and effect or Tenant is in monetary or material nonmonetary default hereunder. Any attempted subletting subletting, assignment or assignment encumbrance without Landlord’s prior written consentconsent shall be voidable and, at Landlord’s election, shall constitute a default by Tenant under hereunder. (b) Tenant agrees to reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in conjunction with the terms processing and documentation of any such requested assignment, subletting, transfer, change of ownership or hypothecation of the Leased Premises or Tenant’s interest in this Lease. No such assignment, subletting, transfer, change of ownership or hypothecation shall be effective until (i) Tenant shall have paid such costs and fees; (ii). each such assignee or transferee (excluding a subtenant) shall have agreed in writing for the benefit of Landlord to assume, to be bound by, and to perform the obligations of this LeaseLease to be performed by Tenant, and (iii) an executed copy of such sublease, assignment, encumbrance, or other agreement of transfer shall have been delivered to Landlord. (c) Consent by Landlord to one or more assignments or encumbrances of this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment, encumbrances or subletting. (d) No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by assignment or subletting. (e) Subject to Paragraph 14.1(a) above, if Tenant is a corporation, any dissolution, merger, consolidation or any other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Without limiting The phrase “controlling percentage” means the circumstances in which it may be reasonable ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for Landlord to withhold its consent to an assignment the election of directors. If Tenant is a partnership, a withdrawal or sublettingchange, Landlord and Tenant acknowledge that it voluntary, involuntary or by operation of law, of any general partner, or the dissolution of the partnership, shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is deemed a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee;voluntary assignment. (f) the use If Tenant transfers or assigns this Lease or all or part of its interest in this Lease in accordance with this Article, then Tenant shall pay to Landlord fifty percent (50%) of all net consideration received by Tenant as a result of such assignment as and when received by Tenant. If Tenant sublets all or part of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawin accordance with this Article, ordinance or regulation; then Tenant shall pay to Landlord fifty percent (g50%) the proposed assignee or sublessee is, as of the date of this Leasepositive difference, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitasif any, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; between (i) there is all rent and other consideration paid by the subtenant to Tenant less (ii) all costs incurred by Tenant incident to the sublease agreement (including an Event amount equal to the resulting product of Default under this Lease, or there have been three or more Events of Default the rent payable hereunder to Landlord by Tenant during the 12 months preceding time period covered by such payments by the date subtenant times a fraction whose numerator is the leasable area of that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division portion of the Leased Premises into more so sublet and whose denominator is Tenant’s gross leasable area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant, and, in calculating Landlord’s share of any periodic payments, all costs incurred by Tenant incident to the sublease agreement (other than three subparcels or would require improvements the payment of rent to Landlord hereunder) shall be made outside amortized over the term of the Leased Premisessublease. Landlord shall have the right to require Tenant to certify the accuracy of the amount of compensation so paid and to conduct annual independent audits thereof at Landlord’s sole cost.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowTenant shall, Tenant shall at its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are not sublet the Leased Premises or any portion thereof or assign its interest in Landlord’s express responsibility under this Lease, whether voluntarily or by operation of Lawand shall keep the Premises in good condition and repair, ordinary wear and tear, damage from the elements, and any force majeure event excepted. Tenant’s repair obligations include, without limitation, repairs to: (1) floor covering and/or raised flooring; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and data cabling and related equipment (collectively, “Cable”) that is installed by or for the benefit of Tenant and located in the Premises or other portions of the Building or Project; (6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, dishwashers, ice machines and similar facilities serving Tenant exclusively; (7) phone rooms used exclusively by Tenant; (8) Alterations performed by contractors retained by or on behalf of Tenant, including related HVAC balancing; and (9) all of Tenant’s furnishings, trade fixtures, equipment and inventory. Landlord reserves the right to perform any of the foregoing maintenance or repair obligations or require that such obligations be performed by a contractor approved by Landlord, all at Tenant’s prior written consent, which expense. All work shall be performed in accordance with the rules and procedures described in Section 8(a). If Tenant fails to make any repairs to the Premises for more than fifteen (15) days after notice from Landlord (although notice shall not be unreasonably withheldrequired if there is an emergency, conditioned or delayed. Any attempted subletting or assignment without if the area to be repaired is visible from the exterior of the Building, provided that Landlord has made reasonable efforts to notify Tenant of such emergency), Landlord may, in addition to any other remedy available to Landlord’s , make the repairs, and Tenant shall pay the reasonable cost of the repairs to Landlord within thirty (30) days after receipt of an invoice, together with an administrative charge in an amount equal to fifteen percent (15%) of the cost of the repairs, provided that prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent notice is provided by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from to Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed prior to be a waiver by Landlord commencement of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Leasesuch work. Without limiting At the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date expiration of this Lease, Tenant shall surrender the Premises in negotiations with Landlord or good condition, excepting reasonable wear and tear, damage from the elements, any of its affiliates for a lease in a property owned by Landlord or any of its affiliates force majeure event, and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions losses required to be included restored by Landlord. If Landlord elects to store any personal property of Tenant, including goods, wares, merchandise, inventory, trade fixtures and other personal property of Tenant, same shall be stored at the sole risk of Tenant. Landlord or its agents shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Project or from the pipes, appliances or plumbing works therein pursuant to this Article 7; (i) there is an Event of Default under this Leaseor from the roof, street or subsurface or from any other places resulting from dampness or any other cause whatsoever, or there have been three from the act or more Events negligence of Default during any other tenant or any officer, agent, employee, contractor or guest of any such tenant, unless caused by the 12 months preceding the date that Tenant shall request consent; or (j) in the case negligence or willful misconduct of a subletting of less than the entire Leased PremisesLandlord, if the subletting would result in the division of the Leased Premises into more than three subparcels its employees, agents or would require improvements to be made outside of the Leased Premisescontractors.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord's sole discretion. All such modifications, alterations or assign improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written notice of its interest intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises unless such modifications have been approved in writing by Landlord. As used in this LeaseArticle, whether voluntarily the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or by operation of Lawthe like. Notwithstanding the foregoing, Tenant, without Landlord’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord permitted to withhold its consent in make non-structural alterations to the following instances: Building, provided that: (a) the proposed assignee or sublessee is a governmental agency; such alterations do not exceed $10,000 individually, (b) Tenant shall timely provide Landlord the proposed use is not a Permitted Use; notice required pursuant to Paragraph 4.9 above, (c) Tenant shall notify Landlord in Landlord’s reasonable judgmentwriting within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, the financial worth of a proposed assignee is less than that of Tenant either "as built" or does not meet the credit standards applied by Landlord; marked to show construction changes made, and (d) Tenant shall, upon Landlord's request, remove the proposed assignee or sublessee has, in alteration at the five years prior to termination of the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of Lease and restore the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required their condition prior to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessuch alteration.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Lawlaw, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed use is not a Permitted Useassignee or sublessee would involve occupancy by other than primarily general office or software engineering personnel, would entail any alterations which would substantially lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee is less than that of Tenant or does not meet the reasonable credit standards applied by Landlord; (d) the proposed assignee or sublessee has(or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7;; or (ij) there Tenant is an Event in default beyond all applicable notice and cure periods of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (j) in . Notwithstanding anything to the case of contrary contained herein, a subletting of less than the entire Leased Premisestransfer, if the subletting would result in the division of the Leased Premises into more than three subparcels sublease or would assignment to any person or entity controlled by, controlling or under common control with Tenant shall not require improvements to be made outside of the Leased PremisesLandlord's consent.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord's reasonable discretion. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or assign not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its interest intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises. As used in this LeaseArticle, whether voluntarily the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or by operation of Lawthe like. Notwithstanding the foregoing, Tenant, without Landlord’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord permitted to withhold its consent in make non-structural alterations to the following instances: Building, provided that: (a) such alterations do not exceed $50,000 individually or $200,000 in the proposed assignee or sublessee is a governmental agency; aggregate, (b) Tenant shall timely provide Landlord the proposed use is not a Permitted Use; notice no less than ten (10) days prior to commencing such alterations , (c) Tenant shall notify Landlord in Landlord’s reasonable judgmentwriting within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, the financial worth of a proposed assignee is less than that of Tenant either "as built" or does not meet the credit standards applied by Landlord; marked to show construction changes made, and (d) Tenant shall, upon Landlord's request, remove the proposed assignee or sublessee has, in alteration at the five years prior to termination of the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of Lease and restore the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required their condition prior to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessuch alteration.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord’s reasonable discretion. Tenant’s written request shall also contain a request for Landlord to elect whether or assign not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant’s removal obligations set forth in Paragraph 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its interest intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises. As used in this LeaseArticle, whether voluntarily the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or by operation of Lawthe like. Notwithstanding the foregoing, Tenant, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord permitted to withhold its consent in make non-structural alterations to the following instances: Building, provided that: (a) such alterations do not exceed $20,000 individually or $100,000 in the proposed assignee or sublessee is a governmental agency; aggregate over the Lease Term, (b) Tenant shall timely provide Landlord the proposed use is not a Permitted Use; notice required pursuant to Paragraph 4.9 above, (c) Tenant shall notify Landlord in Landlord’s reasonable judgmentwriting within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and specifications therefor, the financial worth of a proposed assignee is less than that of Tenant either “as built” or does not meet the credit standards applied by Landlord; marked to show construction changes made, and (d) Tenant shall, upon Landlord’s request, remove the proposed assignee or sublessee has, in alteration at the five years prior to termination of the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of Lease and restore the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required their condition prior to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessuch alteration.

By Tenant. Except as expressly permitted Throughout the Term, except for the Landlord’s maintenance, replacement, and repair obligations specified in Paragraph 7.2 belowthis Lease Tenant shall maintain the Leased Premises in a clean, safe, and operable condition, loss or damage caused by the elements or Landlord and/or any party related thereto, wear and tear, condemnation, and fire and other casualty excepted, and at the termination of this Lease, or Tenant’s right to possession, Tenant shall not sublet return the Leased Premises or to Landlord in broom-clean condition. To the extent Tenant fails to perform either obligation within 15 days after the Tenant’s receipt of Landlord’s written request specifying the maintenance and/or cleaning Landlord is requesting, Landlord may, but need not, restore the Leased Premises to such condition and Tenant shall pay the reasonable cost thereof. Additionally, Tenant, at its sole expense, shall repair, replace and maintain in good condition any air conditioning unit exclusively serving Tenant’s computer server room. With respect to any portion thereof or assign its interest of the Leased Premises visible from any common area inside the Building (the “Visible Leased Premises”). Tenant shall (i) maintain such Visible Leased Premises and furniture, fixtures and equipment located therein in this Leasea neat and first-class condition throughout the Term and any extension thereof, whether voluntarily or by operation of Law(ii) not use the Visible Leased Premises exclusively for storage, without (iii) obtain Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned withheld or delayed. Any attempted subletting or assignment without , as to the interior paint color, signage, and carpeting, contained in the Visible Leased Premises, (iv) complete within the Visible Leased Premises any cleaning reasonably requested by Landlord within two business days after Landlord’s prior written consentrequest therefor, at and (v) complete within the Visible Leased Premises any repairs necessary to fulfill Tenant’s obligations under this Lease within five business days after Landlord’s electionwritten request therefor specifying the repair Landlord is requesting and thereafter diligently pursue the same to completion, but no longer than 30 days. Tenant shall constitute a default by Tenant under repair or replace, subject to Landlord’s direction and supervision, any damage to the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting Project caused by Tenant or any assignment its employees, agents, or invitees unless the cost of Tenantsaid repair or replacement is otherwise covered by Landlord’s interest insurance or would have been covered by Landlord’s insurance had Landlord obtained and maintained the insurance required in this Lease. Without limiting If the circumstances repair or replacement is not subject to Landlord’s insurance as specified in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettingthe preceding sentence, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required commence to be included therein pursuant to this Article 7; make such repairs or replacements within 15 days after (i) there the occurrence of such damage, and (ii) Tenant’s receipt of written notice from Landlord specifying the repair(s) or replacement(s) Landlord is an Event of Default under this Leaserequesting, or there have been three or more Events of Default during and thereafter diligently pursue the 12 months preceding the date that Tenant shall request consent; completion thereof (or (j) , in the case of a subletting bona fide emergency, such shorter period of less than time as is reasonable given the entire Leased Premisescircumstances, if which emergency and shorter period will be specified in Landlord’s written notice to Tenant specifying the subletting would result in repair(s) or replacement(s) Landlord is requesting, then Landlord may make the division of the Leased Premises into more than three subparcels or would require improvements to be made same at Tenant’s cost. If any such damage occurs outside of the Leased Premises, or if such damage occurs inside the Leased Premises but affects the Building’s Systems and/or Building’s structure or any other area outside the Leased Premises, and the repair or replacement related to such damage is not subject to Landlord’s insurance coverage as specified above in this paragraph, then Landlord may elect to repair such damage at Tenant’s expense, rather than having Tenant repair such damage. The cost of all maintenance, repair or replacement work performed by Landlord under this Section, in each case plus an administrative fee of 6 % of such cost, shall be paid by Tenant to Landlord within 30 days after Landlord has invoiced Tenant therefor. Tenant’s obligations to repair and/or maintain contained in this paragraph shall be limited to the interior of the Leased Premises, and shall in no event include any structural elements, any building systems (including without limitation plumbing systems, sprinkler systems, and HVAC ducts), regular wear and tear or casualty loss to the extent that they are to be insured by property insurance specified to be carried by Landlord in this Lease.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned withheld or delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Premises by the proposed use is not a Permitted Useassignee or sublessee would involve occupancy by other than primarily general office or software engineering personnel, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord’s 's reasonable judgment, the financial worth of a the proposed assignee or sublessee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee hashas been in material default under a lease, has been in litigation with a previous landlord, or in the five ten years prior to the assignment or sublease, sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingbankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Lawlaw, ordinance or regulation; (gh) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located tenant in the City of Milpitas, CaliforniaBuilding; (hi) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (ij) there Tenant is an Event in default of Default any obligation of Tenant under this Lease, or there have been Tenant has defaulted under this Lease on three or more Events of Default occasions during the 12 months preceding the date that Tenant shall request consent; or (jk) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three two subparcels or would require improvements to be made outside of the Leased Premises.

By Tenant. Except The Landlord will pay the Tenant for the cost of --------- the Tenant Improvements up to an amount equal to the product obtained by multiplying the number of square feet in the Premises by $12.50 per square foot ----- (the "Allowance"). For example, if the Premises contained 98,761 square feet, ------ the Landlord will pay the Tenant the sum of $1,234,512.50. If the costs of ------------ these improvements exceed the Allowance, it is the Tenant's responsibility to pay for those costs. The Landlord's Mortgagee shall have the right to inspect the construction of the Tenant Improvements at such stages of completion as expressly permitted in Paragraph 7.2 belowsaid Mortgagee deems appropriate. Within thirty (30) days after the Tenant completes the construction of Tenant Improvements, Tenant shall submit to the Landlord: (a) a written representation that all bills for labor and materials with respect to all work done in connection with the Tenant Improvements have been paid in full; and (b) copies of paid receipts and, if requested, lien waivers for such labor and materials, and thereafter, within five (5) days after receipt thereof from Landlord's Mortgagee, the Landlord shall send to the Tenant a check made payable to the order of the Tenant in the amount equal to the documented cost of the Tenant Improvements up to the amount of the Allowance. Notwithstanding the foregoing, failure of the Mortgagee to fund the Allowance shall not sublet relieve Landlord from its obligation to pay the Leased Premises or any portion thereof or assign its interest Allowance to Tenant. The Tenant will obtain Landlord's approval of such improvements as set forth in subsection 10.3 below. Notwithstanding anything to the contrary contained in this Lease, whether voluntarily the Landlord shall not be required to make any initial improvements to the Premises. Notwithstanding anything to the contrary contained in this Lease, the Tenant shall make a list of all doors, partitions, fixtures and other usable equipment that it will not be using in the Premises, and shall provide such list to the Landlord before the Rent Commencement Date (Fifth Floor). The Landlord shall have the right, but not the obligation, to keep and remove any or by operation all of Law, without Landlord’s prior written consentsuch items, which shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not then be deemed to be a waiver by the property of the Landlord. Any such items that the Landlord of any provision of this Article or this Lease or elects not to be a consent possess shall belong to any subletting by the Tenant, and the Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable responsible for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use properly disposing of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premisessame.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof improvements within the Leased Premises which affect the structural components of the Leased Premises or assign its interest Building until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord's reasonable discretion, provided that any such alterations, improvements or modifications shall be removed at the expiration or earlier termination of this LeaseLease and the Leased Premises returned to their condition existing prior to such alterations, whether voluntarily improvements or by operation modifications. Tenant may make non-structural alterations to or modifications of Law, the Leased Premises or construct any non-structural improvements within the Leased Premises without Landlord’s prior written 's consent, which provided that (i) Tenant shall not notify Landlord at least five (5) business days prior to commencing such alterations, modifications or improvements, (ii) Landlord shall have the right to receive final plans and specifications for such alterations, modifications and/or improvements, and (iii) Tenant shall be unreasonably withheldobligated to remove all such alterations, conditioned modifications and improvements in accordance with Paragraph 2.6 hereof at the expiration or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms earlier termination of this Lease. The acceptance At Tenant's option, Tenant may submit a written request to Landlord requesting that alterations, modifications or improvements made pursuant to this Paragraph 6.1 be allowed to remain at the expiration or earlier termination of rent this Lease, which Landlord may decide in its sole and absolute discretion. If such request is not made, Landlord may make an election to require removal at the expiration or earlier termination of this Lease. All such modifications, alterations or improvements shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor, in substantial compliance with the plans and specifications therefor previously provided to Landlord. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord from at least five (5) business days prior written notice of its intention to commence such work to that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any person perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or entity other than Tenantimprovements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises except as expressly provided herein. As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the acceptance of rent by Landlord from like. Subject to Tenant's obligations under Paragraph 2.6 hereof (including, without limitation, the obligation to remove and repair), Tenant with knowledge of a violation shall have the right, subject to Landlord's reasonable prior approval: (i) to use building shafts or conduits between the Leased Premises and other parts of the provisions Building for the installation of this paragraphmaintenance of conduits, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable cables, ducts, pipes and other devices for Landlord to withhold communications, data processing devices, supplementary HVAC and other facilities Consistent with its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by Premises; and (ii) to cover or block Out windows (including the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) installation of sheet rock walls on the proposed assignee or sublessee is, as second floor of the date Building) for the purpose of this Lease, in negotiations with Landlord providing a more stable and secure technical environment within the Premises (provided that such covering or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in blocking does not affect the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all exterior appearance of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased PremisesBuilding).

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet make any alterations to or modifications of the Leased Premises or construct any portion thereof or assign its interest improvements within the Leased Premises until Landlord shall have first approved, in this Leasewriting, whether voluntarily or by operation of Law, without Landlord’s prior written consentthe plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Any attempted subletting Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or assignment without Landlord’s prior written consentnot it will require Tenant to remove the subject alterations, modifications or improvements at Landlord’s election, shall constitute a default by Tenant under the terms expiration or earlier termination of this Lease. The acceptance of rent by If such additional request is not included, Landlord from any person may make such election at the expiration or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions earlier termination of this paragraphLease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). Notwithstanding the foregoing, Tenant shall have the right, at its sole cost and expense, subject to the prior written approval of Landlord (which approval shall not be deemed unreasonably withheld or delayed) to construct a covered open walkway between the Building and the 1194 Building and Tenant shall not be a waiver by Landlord required to remove such walkway upon the termination of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment All modifications, alterations or sublettingimprovements, Landlord and Tenant acknowledge that it once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable for Landlord discretion to withhold its consent cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to ARTICLE 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the following instances: (a) the proposed assignee floor, roof or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use exterior walls of the Leased Premises by (except to the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article 7; (i) there is an Event ARTICLE, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of Default under this Leaseadditional electrical outlets, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.overhead lighting

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not sublet the Leased Premises (or any portion thereof thereof) or assign or encumber its interest in this Lease, whether voluntarily or by operation of Law, without Landlord’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayedconsent first obtained in accordance with the provisions of this Article 7. Any attempted subletting subletting, assignment or assignment encumbrance without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphArticle, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment or encumbrance of Tenant’s 's interest in this Lease. Without limiting Notwithstanding the circumstances in which it may be reasonable for foregoing, however, Landlord to withhold hereby gives its consent to an assignment sublet the premises commonly known and referred to as Renco 47 consisting of approximately 51,767 square feet of space for only the initial period of 36 months from the Commencement Date, without Landlord's participation in Assignment Consideration and Excess Rentals and without being subject to any recapture or subletting, Landlord and Tenant acknowledge that it termination rights under Section 7.3. Such subletting shall be to a reasonable for subtenant and Landlord shall have the same rights as described in this Article 7 saving and excepting therefrom only the provision that Tenant share with the Landlord, Assignment Consideration and Excess Rentals. Notwithstanding anything to withhold its consent in the following instances: contrary herein, Tenant may, without Landlord's prior written consent, sublet the Leased Premises or assign the Lease to (a) the proposed assignee a subsidiary, affiliate, division or sublessee is a governmental agency; corporation controlling, controlled by or under common control with Tenant, (b) the proposed use is not a Permitted Use; successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization, or government action, or (c) in Landlord’s reasonable judgment, the financial worth a purchaser of a proposed assignee is less than that substantially all of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and Tenant's assets located in the City Premises. A sale or transfer of MilpitasTenant's capital stock shall not be deemed an assignment, California; (h) the proposed assignment subletting or sublease fails to include all any other transfer of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, Lease or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.