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 The following provisions shall apply to any direct or indirect assignment, subletting, change of control or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this Article as expressly permitted in Paragraph 7.2 below, “Tenant”): 14.1.1 Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily, or by operation of laws, without the prior written consent of Landlord, which consent may not be unreasonably withheld by Landlord: (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; (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 other transfer that has been previously approved by Landlord. Notwithstanding the foregoing, Tenant may, without the prior written consent of Landlord, (a) assign this Lease to one or more direct or indirect subsidiaries of Tenant’s parent company or (b) assign this Lease to any person, entity or organization that acquires all or substantially all of the assets of Tenant, provided, that written notice of such transaction(s) is provided to Landlord no later than thirty (30) days prior to the consummation of such transaction(s) ((a) and (b) collectively referred to herein as a “Permitted Assignment”). For the avoidance of doubt, the merger of Tenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Tenant (as a consequence of a single transaction or a number of multiple transactions), shall not constitute a Transfer hereunder; provided, that written notice of such transaction(s) is provided to Landlord no later than thirty (30) days prior to the consummation of such transaction(s). Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the processing and/or documentation of any requested Transfer whether voluntarily or not Landlord’s consent is granted. Any Transfer so approved by operation 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 Lawthe document evidencing the Transfer that (vi) is in form approved by Landlord, (vii) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 14.1.2 below, and (viii) 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 Transfer 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, 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 LeaseSection 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 Transfer. 14.1.2 Tenant shall give Landlord at least thirty (30) days prior written notice of any desired Transfer and, upon the reasonable request of Landlord, of the proposed terms of such Transfer including but not limited to (i) the name and legal composition of the proposed Transferee; (ii) reasonably adequate financial information regarding the Transferee; (iii) the nature of the proposed Transferee’s business to be carried on in or on the Premises; (iv) current reasonably adequate financial information regarding Tenant; and (v) such other information as may reasonably be requested by Landlord. Tenant shall provide to Landlord such other information as may be reasonably requested by Landlord within 10 days after Landlord’s receipt of such notice from Tenant. Landlord shall respond in writing to Tenant’s request for Landlord’s consent to a Transfer within the later of (vii) thirty (30) days of receipt of such request together with the required accompanying documentation; or (viii) twenty (20) days after Landlord’s receipt of all information which Landlord reasonably requests within ten (10) days after it receives Tenant’s first notice regarding the Transfer in question. If Landlord fails to respond in writing within said period, Landlord will be deemed to have withheld consent to such Transfer. Tenant shall immediately notify Landlord of any modification to the proposed terms of such Transfer. 14.1.3 In the event that Tenant seeks to make any Transfer other than a Permitted Assignment, Landlord shall have the right to terminate this Lease, or in the case of a sublease of less than all of the Premises, terminate this Lease as to that part of the Premises proposed to be sublet, either (i) on the condition that the proposed transferee immediately enter into a direct lease of the Premises with Landlord (or, in the case of a partial sublease, a lease for 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 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 (iii) if such termination is conditioned upon the execution of a lease between 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 (iv) if Landlord elects simply to terminate this Lease (or, in the case of a partial sublease, terminate this Lease as to the portion to be so sublet), this 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 obligations under this Lease if it is terminated in its entirety, or shall be released from any further obligations under this 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 this Lease, the Monthly Base Rent and Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant shall execute a written cancellation and release with respect to this Lease to effect such termination. 14.1.4 If Landlord consents to a Transfer proposed by Tenant, Tenant may enter into such Transfer, and if Tenant does so, the following shall apply: 14.1.4.1 Tenant shall not be released of its liability for the performance of all of its obligations under the Lease. 14.1.4.2 If Tenant assigns its interest in this Lease, then Tenant shall pay to Landlord ninety percent (90%) of all Subrent received or to be received by Tenant over and above (i) the assignee’s agreement to assume the obligations of Tenant under this Lease; and (ii) all Permitted Transfer Costs related to such assignment. In the case of assignment, the amount of Subrent owed to Landlord shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by the assignee. 14.1.4.3 If Tenant sublets any assignment part of the Premises, then with respect to the space so subleased, Tenant shall pay to Landlord seventy percent (70%) of the positive difference, if any, between (i) all Subrent paid by the subtenant to Tenant, less (ii) the sum of all Base Monthly Rent and Additional Rent allocable to the space sublet and all Permitted Transfer Costs related to such sublease. Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by its subtenant. 14.1.4.4 Tenant’s obligations under this Section 14.1.4 shall survive any Transfer, and Tenant’s failure to perform its obligations hereunder shall be a default by Tenant. At the time Tenant makes any payment to Landlord required by this Section 14.1.4, 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 at reasonable intervals to inspect Tenant’s books and records relating to the payments due hereunder. Upon request therefor, Tenant shall deliver to Landlord copies of all bills, invoices or other documents upon which its calculations are based. Landlord may condition its approval of any Transfer upon obtaining a certification from both Tenant and the proposed transferee of all Subrent and other amounts that are to be paid to Tenant in connection with such Transfer. 14.1.4.5 As used in this Section 14.1.4, the term “Subrent” shall mean any consideration of any kind received, or to be received, by Tenant as a result of the Transfer, if such sums are directly related to 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 Lease or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances:Premises, including, but not limited to, rent payments from or on behalf of the transferee. As used in this (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgmentSection 14.1. 4, 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; term “Permitted Transfer Costs” shall mean (i) there is an Event the cost of Default under this Lease, any tenant improvements constructed or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) installed 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 proposed to be made outside transferred by Tenant, at its sole cost and expense without any allowance or compensation, whatsoever from Landlord, and which improvements are constructed or installed specifically for the transferee in question as an inducement for the transferee to lease the proposed space, the total amount of which shall be amortized in equal monthly installments over the term of the Leased PremisesTransfer; (ii) all reasonable leasing commissions paid to third parties not affiliated with Tenant in order to obtain the Transfer in question; and (iii) all reasonable attorneys’ fees incurred by Tenant with respect to the Transfer in question.

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 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 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 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 The following provisions shall apply to any direct or indirect 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 Section as expressly permitted in Paragraph 7.2 below, “Tenant”): 15.1.1 Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily, or by operation of laws, without the prior written consent of Landlord, which consent may be withheld by Landlord in its sole and absolute discretion: (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 LeaseSublease Agreement; (iii) transfer any right appurtenant to this Sublease Agreement or the Premises; (iv) encumber the Sublease Agreement (or otherwise use the Sublease Agreement 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; provided, however, that Tenant may, without the prior written consent of Landlord but subject to the approval of HDB, assign this Sublease Agreement to one or more direct or indirect subsidiaries of Avago. Notwithstanding the foregoing, this Sublease Agreement may be assigned by Tenant to any person, entity or organization that acquires all or substantially all of the assets of Avago, subject to the prior written consent of Landlord, which may not be unreasonably withheld and subject to the approval of HDB. For the avoidance of any doubt, the merger of Tenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Tenant (as a consequence of a single transaction or a number of multiple transactions) has, if required, been approved by HDB shall not constitute a Transfer hereunder, provided that written notice of such transaction(s) is provided to Landlord no later than thirty (30) days prior to consummation of such transaction(s). Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the processing and/or documentation of any requested Transfer whether voluntarily or not Landlord’s consent is granted. Any Transfer so approved by operation 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 Lawthe document evidencing the Transfer that (a) is in form approved by Landlord, (b) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 15.12 below, and (c) 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. Any attempted Transfer 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, consent shall constitute a default by Tenant under and shall be avoidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the terms provisions of this LeaseSection 15.1 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 Sublease Agreement nor to be a consent to any subletting by Transfer. 15.1.2 Tenant or shall give Landlord at least thirty (30) days prior written notice of any assignment desired Transfer and, upon the reasonable request of Landlord, the proposed terms of such Transfer (it being understood that historical financial information regarding the proposed transferee will be deemed reasonable). Landlord shall respond in writing to Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable request for Landlord to withhold its Landlord’s consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in a Transfer within the following instances: later of (ax) the proposed assignee or sublessee is a governmental agency; thirty (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 (9030) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation receipt of such request together with the proposed assignee required accompanying documentation or sublessee; (fy) twenty (20) days after Landlord’s receipt of all information which Landlord reasonably requests within ten (10) days after it receives Tenant’s first notice regarding the use Transfer in question. If Landlord fails to respond in writing within said period, Landlord will be deemed to have consented to such Transfer. Tenant shall immediately notify Landlord of the Leased Premises by any modification to the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as terms 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 Transfer.

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 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 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 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 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 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 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 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 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 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 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, (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 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 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 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 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 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 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 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.

By Tenant. Except as expressly permitted in Paragraph 7.2 belowWithout the prior written consent of Landlord, such consent not to be unreasonably withheld or delayed, Tenant shall not sublet the Leased Premises assign or sublease this Lease or any portion thereof or assign its interest therein, and, except as set forth 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 paragraphSection 9(i) hereof, shall not be deemed to be a waiver by Landlord of any provision of this Article encumber, hypothecate or otherwise give as security, this Lease or to be a consent any interest therein. Notwithstanding the foregoing, Tenant may assign its rights and obligations under this Lease to any subletting party acquiring the license for the Station pursuant to prior FCC approval, provided that such acquiring party agrees in writing to assume, be bound 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 comply 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 conditions of this Lease. No assignment shall be effective as against Landlord for any purpose, unless all sums due from Tenant, together with any costs to Landlord to cover reasonable legal and other expenses of Landlord in connection with such assignment, shall have been paid to Landlord. In all such assignments, Tenant shall remain primarily liable to Landlord for fulfillment of the terms, covenants and conditions hereof, except that such Tenant shall be included therein pursuant to this Article 7; released and discharged of all liability accruing hereunder after the effective date of such release if (i) there is an Event assignee as Tenant fully and punctually performs each and all of Default under this Lease, or there have been three or more Events of Default its obligations hereunder during the first 12 calendar months preceding next following the effective date that of such assignment; and (ii) the financial ability and credit standing of the assignee (together with the financial ability and credit standing of any guarantors of such assignee's obligations hereunder), in the reasonable judgment and discretion of Landlord, is satisfactory to Landlord. Landlord's consent to one assignment by Tenant or acceptance of performance from an assignee shall not be deemed a waiver of Landlord of the restrictions of this Article XV as to subsequent attempts to assign by Tenant or by Tenant's heirs, successors, assigns or subtenants. As used herein the terms Landlord and Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premisesbe deemed to include their respective heirs, 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 Premisessuccessors and permitted assigns.

By Tenant. Except Tenant shall not make any alterations to or modifications of the Leased Premises or construct any 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 acknowledges and agrees that Tenant will be obligated to remove Non-Standard Improvements as expressly permitted defined in and if required pursuant to Paragraph 7.2 below2.6 above; provided, however, for the avoidance of doubt, Tenant shall not sublet be required to remove any of the Tenant Improvements to be governed by the terms of the Work Letter. 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 its reasonable discretion, 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) 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 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. Except as approved by Landlord as part of the Tenant Improvements to be constructed by Tenant in accordance with the terms of the Work Letter, Tenant shall not, without first obtaining Landlord’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), 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 floor, roof, or exterior or load-bearing walls of the Leased Premises or any portion thereof or assign its interest 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, shall be permitted to make non-structural alterations to the Leased Premises which shall do 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 affect any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation portion of the provisions Building systems servicing both the Leased Premises and other portions of this paragraphthe Property and are not visible from outside the Leased Premises, 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: provided that: (a) such alterations do not exceed $200,000 individually or $2,000,000 in the proposed assignee or sublessee is a governmental agency; aggregate over the Lease Term, (b) Tenant shall timely provide 99090796v.12 Landlord the proposed use is not a Permitted Use; notice required pursuant to Paragraph 4.9 above, (c) in Landlord’s reasonable judgmentTenant 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 alterations, the financial worth and shall provide copies of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; such approvals and permits to Landlord prior to commencing any work with respect to such alterations, (d) the proposed assignee or sublessee has, Tenant shall notify Landlord 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 writing within ninety thirty (9030) days of its filingcompletion of the alteration and deliver to Landlord a set of the plans and specifications therefor, either “as built” or has been adjudged insolvent; marked to show construction changes made, and (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 Tenant shall not remove any of its affiliates for a lease in a property owned by Landlord such alterations upon Lease expiration 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 Premisestermination.

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 Tenant may, from time to time, at its expense, make alterations or improvements in and to the Premises (hereinafter collectively referred to as expressly permitted "Alterations") without acquiring the prior written consent of Landlord in Paragraph 7.2 beloweach instance, provided that: (a) the Alterations are non-structural and the structural integrity of the building in which the Premises is located shall not be affected; (b) the Alterations are to the interior of the Premises; (c) the proper functioning of the electrical, mechanical, plumbing, HVAC or other systems servicing the Premises is not impaired; or (d) the cost in each case does not exceed Ten Thousand and No/100 Dollars ($10,000.00) (the "Permitted Alterations"). For any other Alterations, Tenant shall be required to obtain the prior written consent of Landlord, which consent Landlord shall not sublet unreasonably withhold, condition, or delay. If Tenant makes written request for any Alterations requiring Landlord's prior written consent, such request must be accompanied by a description of the Leased proposed Alterations. If Landlord fails to deny consent to the proposed Alterations in writing accompanied by reasons for such denial within thirty (30) days of Tenant's request, then Landlord shall be deemed to have granted consent to the Alterations described. After obtaining Landlord's consent for any Alterations (either expressly or by inference), Tenant shall give Landlord at least five (5) days' prior written notice of the commencement of any Alterations at the Premises, and Landlord may elect to record and post notices of non-responsibility at the Premises. This provision shall apply to improvements made by Tenant at any time, including Tenant’s initial leasehold improvements and fixturing. No changes, alterations, or improvements affecting the exterior of the Premises shall be made by Tenant without the prior written approval of Landlord. Tenant also agrees to pay one hundred percent (100%) of any increase in the Real Estate Taxes or any portion thereof Landlord’s Personal Property Taxes resulting from such improvements. All alterations, decorations, additions and improvements made by Tenant, or assign its interest made by Landlord on Tenant’s behalf as provided in this Lease, whether voluntarily or by operation shall be the property of Law, without Landlord’s . Upon obtaining the prior written consentconsent of Landlord, which Tenant shall not be unreasonably withheldremove such alterations, conditioned or delayed. Any attempted subletting or assignment without Landlord’s prior written consentdecorations, at Landlord’s election, shall constitute a default additions and improvements made by Tenant under and restore the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than TenantPremises as provided in Section 8.5, or the acceptance of rent by Landlord from and if 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 do so and moves from 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 all such alterations, decorations, and additions and improvements shall remain the subletting would result in the division property of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased PremisesLandlord.

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 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 The following provisions shall apply to any direct or indirect 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 Section as expressly permitted in Paragraph 7.2 below, “Tenant”): 15.1.1 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, which shall consent may not be unreasonably withheldwithheld or denied: (i) sublet all or any part of the Premises or allow it to be sublet, 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 Sublease Agreement; (iii) transfer any right appurtenant to this Sublease Agreement or the acceptance Premises; (iv) encumber the Sublease Agreement (or otherwise use the Sublease Agreement 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; provided, however, that Tenant may, without the prior written consent of rent Landlord but subject to the approval of HDB, assign this Sublease Agreement to one or more direct or indirect subsidiaries of Tenant. Notwithstanding the foregoing, this Sublease Agreement may be assigned by Tenant to any person, entity or organization that acquires all or substantially all of the assets of Tenant, subject to the prior written consent of Landlord, which may not be unreasonably withheld and subject to the approval of HDB. For the avoidance of any doubt, the merger of Tenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Tenant (as a consequence of a single transaction or a number of multiple transactions) has, if required, been approved by HDB shall not constitute a Transfer hereunder, provided that written notice of such transaction(s) is provided to Landlord no later than thirty (30) days prior to consummation of such transaction(s). 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 with knowledge has paid all such costs and attorneys’ fees to Landlord and delivered to Landlord an executed counterpart of the document evidencing the Transfer that (a) is in form approved by Landlord, (b) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 15.1.2 below, and (c) 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. 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 paragraphSection 15.1 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 Air-Conditioning Charges and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent and Air-Conditioning Charges by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or Sublease Agreement nor to be a consent to any subletting by Transfer. 15.1.2 Tenant or shall give Landlord at least thirty (30) days prior written notice of any assignment desired Transfer and, upon the reasonable request of Landlord, the proposed terms of such Transfer (it being understood that historical financial information regarding the proposed transferee will be deemed reasonable). Landlord shall respond in writing to Tenant’s interest in this Lease. Without limiting the circumstances in which it may be reasonable request for Landlord to withhold its Landlord’s consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in a Transfer within the following instances: later of (ax) the proposed assignee or sublessee is a governmental agency; thirty (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 (9030) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation receipt of such request together with the proposed assignee required accompanying documentation or sublessee; (fy) twenty (20) days after Landlord’s receipt of all information which Landlord reasonably requests within ten (10) days after it receives Tenant’s first notice regarding the use Transfer in question. If Landlord fails to respond in writing within said period, Landlord will be deemed to have consented to such Transfer. Tenant shall immediately notify Landlord of the Leased Premises by any modification to the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as terms 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 Transfer.

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 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, 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 withheld 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 (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 beyond applicable periods of notice and grace 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 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 Property and located in there is comparable space available at 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 Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in Paragraph 7.2 belowwriting, the plans and specifications therefor, which approval may be withheld in Landlord’s sole discretion. Landlord reserves the right to require that Tenant remove any improvements or alterations installed by Tenant in the Leased Premises on or before the expiration or earlier termination of the Lease, and to require that Tenant restore the Leased Premises to the condition they were in prior to installation of such improvements or alterations. Tenant may request, by written notice to Landlord at the time of such installation or alteration, Landlord’s waiver of such requirement, which may be withheld or conditioned in Landlord’s sole discretion. However, Tenant shall not sublet the Leased Premises be required to remove any improvements or any portion thereof alterations that are for first class general office use. All modifications, alterations or assign its interest in this Leaseimprovements, whether voluntarily once so approved, shall be made, constructed or installed by operation of LawTenant at Tenant’s expense (including all permit fees and governmental charges related thereto), without Landlord’s prior written consent, 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 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 assignment without Landlord’s alterations or the construction of any such improvements until (i) 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 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 in its reasonable discretion 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 modification, alterations or improvements whatsoever to the terms Common Areas or the exterior or structural components of this Lease. The acceptance of rent by Landlord from the Building including, without limitation, any person cuts or entity other than Tenantpenetrations in the floor, roof, 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 exterior 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 load-bearing walls of the Leased Premises by other than in connection with the proposed assignee or sublessee will violate any applicable Lawinstallation of typical office equipment and furniture. As used in this Article, ordinance or regulation; (g) the proposed assignee or sublessee isterm “modifications, as alterations and/or improvements” shall include, without limitation, the installation of the date of this Leaseadditional electrical outlets, 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 Milpitasoverhead lighting fixtures, 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 Leasedrains, sinks, partitions, doorways, or there have been three or more Events of Default during the 12 months preceding the date that Tenant like, but shall request consent; or not include any cosmetic improvement (ji.e. carpeting, painting) 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 Premisesfor which no approval is required.

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 nor 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 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’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 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 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;; Building G (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 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 Tenant shall not do anything or suffer anything to be done by any Tenant Party in Paragraph 7.2 belowor about the Premises or the Project which will in any way conflict with any law, statute, ordinance or other federal, state or local 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 such Applicable Laws which relate to (i) Tenant’s use of the Premises, (ii) any Alterations made by Tenant to the Premises or the Tenant Improvements, or (iii) the Base Building, but as to the Base Building, only to the extent such obligations are triggered by Alterations or Tenant Improvements to the extent such Alterations are not sublet normal and customary business office improvements in Comparable Buildings, or triggered by the Leased Tenant Improvements to the extent such Tenant Improvements ae not normal and customary business office improvements, or triggered by Tenant’s particular use of the Premises and Project as opposed to customary business 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 date the Building was substantially completed (i.e., 2018). Notwithstanding the foregoing terms of this Article 24 to the contrary, Tenant may defer such compliance with Applicable Laws while Tenant contests, in a court of proper jurisdiction, in good faith, the applicability of such Applicable Laws to the Premises or Tenant’s specific use or occupancy of the Premises; provided, however, Tenant may only defer such compliance if such deferral shall not (a) prohibit Tenant from obtaining or maintaining a certificate of occupancy for the Premises, (b) prohibit Landlord from obtaining or maintaining a certificate of occupancy for the Building or any portion thereof or assign its interest in this Leasethereof, 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) unreasonably and materially affect the safety of the employees and/or invitees of Landlord or of any tenant in Landlord’s reasonable judgmentthe Building (including Tenant), the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) create a significant health hazard for the proposed assignee employees and/or invitees of Landlord or sublessee has, of any tenant in the five years prior to the assignment or subleaseBuilding (including Tenant), 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 otherwise materially and adversely affect Tenant’s use of or is in litigation with access to the proposed assignee Buildings or sublessee; the Premises, or (f) impose material obligations, liability, fines, or penalties upon Landlord or any other tenant of the Building, or would materially and adversely affect the use of or access to 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 Building by Landlord or other tenants or invitees of the Building. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Xxxxxx has violated any of its affiliates said governmental measures, shall be conclusive of that fact as between Landlord and located in Tenant. Landlord shall comply with all Applicable Laws relating to the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all Common Areas of the terms and provisions required to be included therein pursuant to this Article 7; (i) there Building, provided that compliance with such Applicable Laws is an Event not the responsibility of Default Tenant under this Lease, and provided further that Landlord’s failure to comply therewith would prohibit Tenant from obtaining or there have been three or more Events maintaining a certificate of Default during occupancy for 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 unreasonably and materially affect the safety of Tenant’s employees or create a significant health hazard for Tenant’s employees, or would otherwise materially and adversely affect Tenant’s use of or access to the Premises. Landlord shall be made outside permitted to include in Operating Expenses any costs or expenses incurred by Landlord under this Article 24 to the extent not prohibited by the terms of the Leased PremisesSection 4.2.4 above.

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 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 LandlordTenant; (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 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, 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 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 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 and Landlord has other space available in the Project that is suitable in size and character for such proposed assignee or sublessee; (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 (as defined in Paragraph 12.1 below) of Default any obligation of Tenant under this Lease, or there have Tenant has been in Default 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 within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may not be unreasonably withheld, delayed or assign conditioned. 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 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 and (iii) Tenant shall have given Landlord at lease five business days prior written notice of its interest in this Leaseintention to commence such work so that Landlord may post and file notices of non-responsibility. In no event shall Tenant make any modification, whether voluntarily alterations or by operation improvements whatsoever to the Outside Areas or the exterior or structural components of Lawthe Building. 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 $10,000 individually or $100,000 in the proposed assignee or sublessee is a governmental agency; aggregate, (b) Tenant shall timely provide Landlord with notice of the proposed use is not a Permitted Use; improvements including such details as Landlord may reasonably request regarding the proposed improvements and their estimated cost and (c) in Tenant shall, upon Landlord’s reasonable judgmentrequest, remove the financial worth alteration at the termination 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 Lease and restore the Leased Premises by to their condition existing prior to such alteration. Tenant agrees to provide landlord with copies of plans for all material improvements or alterations 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 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 regardless of the Leased Premises into more than three subparcels whether or would require not Landlord’s consent to such improvements to be made outside of the Leased Premisesor alterations is required hereunder.

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 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 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 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.

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 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 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. 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 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. Tenant shall not make any Non-Standard Improvements until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord’s sole discretion as expressly permitted to modifications, alterations and/or improvements which affect the Building façade or structure, or materially adversely affect the Building’s systems, and otherwise such approval may be withheld in Landlord’s reasonable discretion. Landlord’s written approval shall, if applicable, also contain Landlord’s election to require Tenant to remove the subject Non-Standard Improvements at the expiration or earlier termination of this Lease, in which event Tenant shall be obligated to do so, subject to Paragraph 7.2 below2.6 above. All 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 first approved by Landlord which approval shall not be unreasonably withheld 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 Restrictions and in a good and workmanlike manner using new (or reclaimed or recycled) 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) 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 amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not sublet covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, Building G alterations or improvements whatsoever to the Leased Premises or any portion thereof or assign its interest Common Areas (except the Exclusive Use Areas). 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, shall be permitted to make alterations to the Leased Premises which are not Non-Standard Improvements provided that: (a) Tenant shall timely provide Landlord the notices required pursuant to Paragraph 4.9 above, (b) Tenant 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 alterations, and shall provide copies of such approvals and permits to Landlord prior to commencing any work with respect to such alterations, (c) the cost of any such project does not be unreasonably withheldexceed Two Hundred Thousand Dollars ($200,000) and not more than three (3) such projects are performed in any twelve (12) month period, conditioned and (d) 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 delayedmarked to show construction changes made. Any attempted subletting or assignment In addition, Tenant may perform any cabling and cosmetic alterations not visible outside the Leased Premises 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 Premisesapproval.

By Tenant. 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 “Tenant”): A. Except as expressly permitted otherwise provided in Paragraph 7.2 belowthis Article 14, 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, conditioned or delayed: (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, occupied, or used 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) materially amend or modify a sublease or other transfer that has been previously approved by Landlord in a manner that increases the space that is the subject of the sublease or that extends the sublease term or other transfer or that changes the identity of the subtenant or transferee. Tenant shall reimburse Landlord for all reasonable costs and attorney’s fees actually incurred by Landlord in connection with the processing and/or documentation of any requested Transfer, whether or not Landlord’s consent is granted; provided, however, that such cost and attorneys’ fees shall not exceed $5,000. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is in form reasonably approved by Landlord, (ii) is consistent with the terms and conditions as stated in Tenant’s notice given to Landlord pursuant to subparagraph B, below, and (iii) in the event 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 and to remain jointly and severally liable therefor with Tenant. Any attempted subletting or assignment Transfer without Landlord’s prior written consent, consent shall constitute a breach of this Lease by Tenant and shall be voidable at Landlord’s electionoption. Xxxxxxxx’s consent to any one Transfer shall not constitute a waiver of the provisions of this paragraph as to any subsequent transfer nor a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall constitute a default 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 under the terms of this Leasehereunder. 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 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 PremisesTransfer.

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 belowWithout the prior written consent of Landlord, such consent not to be unreasonably withheld or delayed, Tenant shall not sublet the Leased Premises assign 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 sublease this Lease or to be a consent any interest therein, and shall not encumber, hypothecate or otherwise give as security, this Lease or any interest therein. Notwithstanding the foregoing, Tenant may assign its rights and obligations under this Lease to any subletting party acquiring the license for the Station pursuant to prior FCC approval, provided that such acquiring party agrees in writing to assume, be bound 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 comply 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 conditions of this Lease. No assignment shall be effective as against Landlord for any purpose, unless all sums due from Tenant, together with any costs to Landlord to cover reasonable legal and other expenses of Landlord in connection with such assignment, shall have been paid to Landlord. In all such assignments, Tenant shall remain primarily liable to Landlord for fulfillment of the terms, covenants and conditions hereof, except that such Tenant shall be included therein pursuant to this Article 7; released and discharged of all liability accruing hereunder after the effective date of such release if (i) there is an Event assignee as Tenant fully and punctually performs each and all of Default under this Lease, or there have been three or more Events of Default its obligations hereunder during the first 12 calendar months preceding next following the effective date that of such assignment; and (ii) the financial ability and credit standing of the assignee (together with the financial ability and credit standing of any guarantors of such assignee's obligations hereunder), in the reasonable judgment and discretion of Landlord, is satisfactory to Landlord. Landlord's consent to one assignment by Tenant or acceptance of performance from an assignee shall not be deemed a waiver of Landlord of the restrictions of this Article XV as to subsequent attempts to assign by Tenant or by Tenant's heirs, successors, assigns or subtenants. As used herein the terms Landlord and Tenant shall request consent; or (j) in the case of a subletting of less than the entire Leased Premisesbe deemed to include their respective heirs, 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 Premisessuccessors and permitted assigns.

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. 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 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 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 Landlord's written approval, which approval shall not be unreasonably withheld or delayed. 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 $25,000 individually or $50,000 in the proposed assignee or sublessee is a governmental agency; aggregate in any twelve month period, (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 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 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 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, a tenant 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 MilpitasSunnyvale, 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; (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 (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 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 materials are subject to Xxxxxxxx’s approval. Landlord has the right to reject any materials not consistent with other units within the Premises. 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 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 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 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, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s 's prior written consent, consent which shall not be unreasonably conditioned, delayed or 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 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 or has been 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; (fg) 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 in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of subletting, a tenant in the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this LeaseBuilding or the Project, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; Landlord and such proposed assignee 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 voluntarily assign or any portion thereof encumber, or assign its interest in this Lease---------- permit an assignment to occur voluntarily, whether voluntarily involuntarily or by operation of Lawlaw of, Tenant's interest in this Lease or in the Demised Premises, or sublease all or any part of the Demised Premises, or allow any other person or entity (except Tenant's authorized representatives) to occupy or use all or any part of the Demised Premises, without Landlord’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted subletting assignment or assignment sublease without Landlord’s 's prior written consentconsent shall be voidable and, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Leasedefault. The acceptance of rent by Landlord from any person No consent to an assignment or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of sublease shall constitute a violation further waiver of the provisions of this paragraphSection 6.1. Landlord acknowledges that Tenant's interest in the Lease may be assigned to a new entity as part of an overall reorganization of the ownership of the House of Blues enterprises. Notwithstanding the foregoing, this assignment shall not require Landlord's prior written consent if Xxxxx Xxxxxxx remains involved in a meaningful way with the operation of the business of Tenant and as an owner, directly or indirectly, of an interest in Tenant; provided, Landlord shall be notified in writing of the occurrence of this permitted assignment. If Tenant is an entity (i.e. corporation, partnership, limited liability company, etc.), any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer (in one or more transactions) of at least 51% of the equity interests of Tenant, or the sale or other transfer (in one or more transactions) of at least 51% of the value of the assets of Tenant, shall be deemed an assignment of this Lease for the purposes of this Section 6.1 and shall be a default by Tenant if Landlord's prior written consent is not obtained; however, notwithstanding the foregoing, these transactions shall not be deemed considered an assignment of this Lease for the purposes of this section 6.1 if Xxxxx Xxxxxxx remains involved in a meaningful way with the operation of the business of Tenant and as an owner, directly or indirectly, of an interest in Tenant. This paragraph shall not apply to a corporation the stock of which is publicly traded on a recognized national security exchange or quoted on the NASDAQ National Market System. The Gross Sales (as defined in Section 3.2(c)) of each sublessee, concessionaire or licensee shall in all cases be a waiver by Landlord part of Tenant's Gross Sales for the purpose of determining any provision of this Article or this Lease or to be a consent to any subletting percentage rent payable by Tenant or any assignment of Tenant’s interest in this Leaseto Landlord. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettingNotwithstanding a transfer, 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 judgmentassignment, 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 concession or license, Tenant shall not be released and shall remain primarily liable 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 Tenant's obligations 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 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 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 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 approval may not be unreasonably withheld. 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, 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 reasonably 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 reasonably 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 or load bearing walls of the Leased Premises. As used in this Article 6, 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 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 materials are subject to Xxxxxxxx’s approval. Landlord has the right to reject any materials not consistent with other units within the Premises. 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 Xxxxxx'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. 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 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; (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 LeaseLease beyond all applicable note 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; 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 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 as otherwise permitted under this Article 7) after the expiration of the applicable notice and cure period set forth in Paragraph 12.1(d), 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 assignee or sublessee would involve occupancy by other than the Permitted Use, would entail any alterations which would materially lessen the value of the leasehold improvements in the Premises, or would materially 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 reasonable credit standards applied by Landlord for the assignment or sublease in question; or the character of the proposed assignee or sublessee is not reasonably 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) Intentionally omitted; (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 or more Events of Default during the 12 months preceding the date that Tenant shall request consentLease beyond applicable notice and cure periods; or (jk) in 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 four 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, or permit the occupancy of the Leased 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;; Building 3 (b) the proposed use is not a Permitted Use; (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, which credit standards shall take into account the fact that Tenant has not been released of Tenant’s liability pursuant to the terms of the Lease; (dc) the proposed assignee or sublessee has(or any of its affiliates), 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; (ed) 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); (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 or the proposed assignee or sublessee is not approved by Ground Lessor; (g) the proposed assignee or sublessee is, as is a tenant at the Property and there is competing space then currently available which is suitable for the needs of the date of this Lease, in negotiations with Landlord such assignee 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, Californiasublessee; (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 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 or would require improvements to be made outside of the Leased Premises.

By Tenant. Except Tenant represents and warrants to Landlord that: (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 one or both 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 or Guarantor 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, 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, including Schedule 2, 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, free and clear of any and all leases, Liens, encumbrances, or other liabilities, except, with respect to the Excluded Tenant Property only, the Permitted Tenant Property Liens and as expressly otherwise permitted under Section 9.2; (F) there are no Liens encumbering title to any of the Facilities arising by, through or under Tenant; (G) each 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 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 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 Facility is properly zoned for its current use and intended use hereunder, and the real property comprising each 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 Premises under the Meditrust Lease Documents, (I) any Hazardous Materials installed or stored in or otherwise present or existing at, on, in or under any Facility, (II) any Environmental Activities, (III) any Hazardous Materials Claims, and (IV) any violation of any Hazardous Materials Law affecting any 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 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 Facility, or the operation or use of any 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 Facility, or the operation or use of any 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 the Leased Premises any 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 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 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 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 or Guarantor has obtained and holds all consents, approvals, licenses, permits and other permissions related to leasing the proposed use is not a Permitted UseFacilities from Landlord, operating the Facilities as contemplated under this Master Lease and conducting the Business thereon and the other the matters and transactions contemplated herein as are required of Tenant or Guarantor under any applicable law; (cO) in except to the extent set forth to the contrary on Schedule 5, immediately prior to the Effective Date (I) there were no existing breaches of or defaults or events of default under any Meditrust Lease Document by any entity comprising Tenant or, to the best of Tenant's knowledge, by any entity comprising Meditrust Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of and (II) all rent, taxes, expenses and other charges owed by any Tenant under any Meditrust Lease Document to Meditrust Landlord or does not meet the credit standards applied by Landlordany other Person have been paid or otherwise satisfied; (dI) 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 Manlius Financing Documents constitute all of the Leased Premises by the proposed assignee documents, instruments and agreements evidencing, securing 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 setting forth 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 indebtedness secured by the Manlius Facility, and (II) the outstanding principal balance of the Leased PremisesManlius Financing after application of the April 1, 2002 payment due thereon is EIGHT HUNDRED FIFTY-SEVEN THOUSAND ONE HUNDRED NINETY-FOUR AND 99/100 DOLLARS ($857,194.99).

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 the Leased Premises or any portion thereof or assign its interest in this Lease, or permit the occupancy of the Leased Premises by a person or entity other than Tenant, whether voluntarily or by operation of Law, without Landlord’s prior written consent, consent which shall not be unreasonably withheld. Notwithstanding the foregoing, conditioned Tenant shall be permitted to assign all or delayeda portion of the Leased Premises to any affiliate of Tenant, without seeking approval by Landlord. Any attempted subletting or assignment assignment, or occupancy of the Leased Premises by a person or entity other than Tenant (or permitted affiliate), 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 Rent by Landlord from any person or entity other than Tenant, or the acceptance of rent 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 7 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 assignee or sublessee is not a Permitted Usemortgage company, or a call center or other high-density processing operation requiring more than Tenant’s allotted parking set forth in Paragraph 1.1 hereof; (c) in Landlord’s reasonable judgment, the financial worth use of the Leased Premises by the proposed assignee or sublessee would involve occupancy other than for a Permitted Use, would diminish the reputation of the Landlord or the Building, or would require increased services by Landlord; (d) in the event of a proposed assignment, in Landlord’s reasonable judgment, the credit-worthiness of the proposed assignee is less than that of Tenant or and does not meet the credit standards applied by Landlord; (de) 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; (ef) 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); (fg) 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; (h) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance Laws or regulationRestrictions; (gi) the proposed assignee or sublessee is, as of is a tenant at the date of this Lease, in negotiations with Landlord Property and there is comparable space then available at the Property for such proposed assignee 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, Californiasublessee; (hj) 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 (ik) 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 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 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 “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) 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, occupied, or used by any portion thereof person or assign its interest 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 this Leaseany 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 voluntarily or not Landlord’s consent is granted. Any Transfer so approved by operation 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 Lawthe 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 Transfer 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, 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 Transfer. Notwithstanding anything to the contrary contained herein, Tenant shall be permitted to sublease up to twenty-five percent (25%) of the Leased Premises, without first obtaining Landlord prior written consent, and such subletting shall not be considered a Transfer hereunder, so long as such subleased space is not separately demised. B. Tenant shall give Landlord at least twenty (20) 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 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 this subparagraph. Landlord may not withhold its consent to a Transfer solely because the proposed Transferee is an existing tenant in the Building. 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 twenty (20) 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 net worth of Tenant as of the Commencement Date, such withholding of consent shall be presumptively reasonable. D. If Tenant is a corporation, 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 of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease, provided, however, that the foregoing shall not apply to a corporation the capital stock of which is publicly traded. Without limiting The phrase “controlling percentage” includes, but is not limited to, the circumstances 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 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 which 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. E. Tenant irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent or other consideration not otherwise payable to Landlord by reason of any Transfer. Landlord, as assignee of Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent or other consideration and apply it may be reasonable for Landlord toward Tenant’s obligation under this Lease, provided, however, that until occurrence of any default by Tenant, Tenant shall have the right to withhold its consent to an collect such rent or other consideration. F. The assignment or sublettingsubletting by Tenant of all or any portion of this Lease or the Leased Premises to a corporation or entity which (i) is Tenant’s parent corporation, Landlord (ii) is a wholly-owned subsidiary of Tenant or Tenant’s parent corporation, (iii) is a corporation which Tenant or Tenant’s parent owns in excess of twenty-five percent (25%) of the outstanding capital stock, (iv) is the result of a merger or consolidation with Tenant and/or Tenant’s parent, or (v) acquires substantially all of Tenant’s assets (all such persons or entities described in clauses (i), (ii), (iii), (iv and Tenant acknowledge that it (v) being sometimes herein referred to as “Affiliates”) shall not be reasonable for Landlord deemed a Transfer under this Section 14.1 (hence, the aforesaid events shall not be subject to withhold its consent obtaining Landlord’s prior consent), provided in the following instancesall instances that: (a1) any such Affiliate was not formed as a subterfuge to avoid the proposed obligations of this Section; (2) Tenant gives Landlord prior notice of any such assignment or sublease to an Affiliate; (3) any such assignment or sublease shall be subject to all of the terms and provisions of this Lease, and such assignee or sublessee is (i.e. any such Affiliate), other than in the case of an Affiliate resulting from a governmental agency; (b) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgmentmerger or consolidation as described above, 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 hasshall assume, in the five years a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignment or sublease, filed for bankruptcy protection, has been all the subject obligations of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolventTenant under this Lease; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f4) 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, Affiliate shall have a net worth which is at least equal to Tenant’s net worth 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; (h5) the proposed assignment or sublease fails to include all parent of the terms Affiliate (and provisions required a entity may not be created as a parent to limit liability) shall guaranty in writing all obligations of Tenant under this Lease in form and content reasonably acceptable to Landlord; and (6) Tenant shall remain fully liable for all obligations to be included therein pursuant to this Article 7; (i) there is an Event of Default performed by Tenant under this Lease. G. Notwithstanding anything to the contrary in this Section 14.1, Tenant shall have the right to assign or sublease to, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) from, any other tenant in the case Building, provided that all terms and conditions of this Section 14.1 shall continue to apply to such Transfer, except for Paragraph 14.1(C) (i.e., in no event may Landlord withhold its consent to such 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 PremisesTransfer).

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) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth use of a the Leased Premises by the proposed assignee is less or sublessee would involve occupancy other than that for a Permitted Use, would entail any alterations which would lessen the value of Tenant the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the credit-worthiness of the proposed assignee does not meet the credit standards applied by Landlord, which standards shall take into account the fact that Aruba Networks, Inc. continues to be liable for the obligations of the assignee under this Lease; (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 regulation;Restriction; Building D (gh) the proposed assignee or sublessee is, as is a tenant at the Project and there is competing space available within the Project which is suitable for the needs of the date of this Lease, in negotiations with Landlord such assignee 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, Californiasublessee; (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 monetary or material non-monetary 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 (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 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 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 the Leased Premises or any portion thereof or assign its interest in this Lease, or permit the occupancy of the Leased 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) the proposed use is not a Permitted Use; (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, which credit standards shall take into account the fact that Tenant has not been released of Tenant’s liability pursuant to the terms of the Lease; (dc) the proposed assignee or sublessee has(or any of its affiliates), 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; (ed) 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); (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 or the proposed assignee or sublessee is not approved by Ground Lessor; (g) the proposed assignee or sublessee is, as is a tenant at the Property and there is competing space then currently available which is suitable for the needs of the date of this Lease, in negotiations with Landlord such assignee 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, Californiasublessee; (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 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 or would require improvements to be made outside of the Leased Premises.. Building 4

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 therefore, which approval shall not be unreasonably withheld. At the time Landlord consents to a proposed alteration, Landlord shall also state whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of the Lease. 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 shall not be unreasonably withheld, conditioned 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 a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or delayedalterations 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 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 from 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. Any attempted subletting In no event shall Tenant make any modification, alterations or assignment improvements whatsoever to the Outside Areas or the exterior or the 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 specific prior written consent thereto. 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 may construct non-structural alterations in the Leased Premises without Landlord’s prior written consentapproval, at Landlord’s election, shall constitute a default by Tenant under if 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 cost 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 such project does not meet the credit standards applied by Landlord; exceed Ten Thousand Dollars (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$10,000) 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 Premisesaggregate.

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 the Leased Premises or any portion thereof or assign its interest in this Lease, or permit the occupancy of the Premises by any person or entity 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 Premises by any person or entity 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 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 assignee or sublessee would involve occupancy other than for a Permitted Use; (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, 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 insolventintentionally omitted; (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 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 tenant at the date of this Lease, in negotiations with Property and 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, Californiahas comparable space then available; (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 after receipt of written notice, 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 of a the proposed assignee is less than that of Tenant or does not meet the credit standards applied by LandlordTenant; (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 otherwise provided herein, Tenant may not assign, transfer (directly or indirectly, by operation of Law (including merger, change in Paragraph 7.2 belowcontrol or consolidation), judicial decree or otherwise), sublet, enter into license or concession agreements or otherwise permit the use by others of the Demised Premises, or any part thereof, or hypothecate or mortgage this Lease or Tenant's interest in and to the Demised Premise without, in each instance, the prior written consent of Landlord, which consent may be withheld or given in Landlord's sole discretion. Notwithstanding the foregoing, Tenant shall not be permitted to sublet the Leased Premises Demised Premises, or any portion thereof part thereof, without Landlord's prior written consent, provided (i) the subtenant is West Xxxxxxx University of Pennsylvania or another general office use subtenant approved by Landlord, such approval not unreasonably withheld or delayed, (ii) Landlord shall not be released from any of its obligations or liability under this Lease; (iii) prior to any such subletting, Tenant provides Landlord with 30 days written notice containing the name of the proposed subtenant and any information concerning the subtenant that Landlord may reasonably request; and (iv) the sublease agreement shall provide for an operating covenant of the subtenant similar to the Operating Covenant in Section 27.22 hereof. Tenant hereby represents and warrants to Landlord that it has no current plans to sublet or to otherwise vacate the Demised Premises. Tenant shall not mortgage, pledge or otherwise encumber or grant any security interest in this Lease or in the Demised Premises. Notwithstanding the foregoing, without the prior written consent of Landlord, Tenant may assign its interests in this Lease and the Demised Premises to a successor entity in a bona fide merger or other business combination transaction or to the purchaser of all or substantially all of the assets of Tenant (or Tenant's parent) provided that such surviving or purchasing entity assumes, in writing and in form acceptable to Landlord, all of Tenant's obligations hereunder; provided, however, that no assignment or sublease by Tenant of its interest in this LeaseLease or in the Demised Premises, whether voluntarily with or by operation without the consent of LawLandlord, without Landlord’s prior written consent, which shall and whether or not be unreasonably withheld, conditioned Landlord has accepted the assignee or delayed. Any attempted subletting or assignment without Landlord’s prior written consent, at Landlord’s electionsubtenant, shall constitute a default release Tenant from the further performance by Tenant of any of Tenant's obligations under this Lease nor relieve Tenant from obtaining Landlord's consent in accordance with this Section 18.1 for any further assignment or subletting. Tenant and any assignee permitted hereunder shall be jointly and severally liable for all the covenants and obligations of "Tenant" hereunder. In the event an assignee or subtenant is required to pay, directly or indirectly, any amounts or consideration under the terms assignment 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 sublease of the Demised Premises or any assignment portion thereof which are in excess of the amount of Tenant’s interest in this Lease. Without limiting 's obligation to pay Base Rent and Additional Rent for the circumstances in applicable period to 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 subleasesublease applies, filed for bankruptcy protection, has been Tenant shall pay to Landlord all such excess amounts required from 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 Premisessubtenant.

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 may be withheld in Landlord's sole discretion, except that if Tenant's alterations, modifications, or improvements are generic (and not specialized) in nature and are generally reusable by other likely tenants of the Leased Premises in Landlord's reasonable opinion, then such approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned. 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 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, for any alteration or modification exceeding One Hundred Thousand Dollars ($100,000) in cost, 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 case 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 a subletting of less than the entire Leased PremisesBuilding including, if the subletting would result without limitation, any cuts or penetrations in the division of the Leased Premises into more than three subparcels floor, 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. Subject to Tenant's repair and restoration obligations, Tenant shall be entitled to make interior, non-structural alterations to the Leased Premises which do not exceed either Seventy Thousand Dollars ($70,000) in cost per project or Two Hundred Fifty Thousand Dollars ($250,000) in cost in the aggregate, without obtaining Landlord's prior written 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 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, in the event Tenant exercises the First Expansion Option (as hereafter defined), 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 1184 Building (as hereafter defined) 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 reasonable for Landlord to withhold its consent in the following instances: 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 or any good and workmanlike manner using new materials 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 good quality. Tenant shall request consent; or (j) in not commence the case making 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 any such modifications or would require improvements to be made outside of the Leased Premises.alterations or the

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. Co- location use of the Leased Premises by Tenant's customers and vendors shall not be considered an assignment or sublet for purposes hereof. 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 Use, 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 beep 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 or monetary 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 Lawlaw, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, a tenant in negotiations with the Building; or the proposed assignee or sublessee is a prospective tenant from whom Landlord has a letter of interest within ninety (90) days prior to the proposed assignment or any sublease or to whom Landlord has made a written leasing proposal; or at the time Tenant informed Landlord of its affiliates for decision to assign or sublet, Landlord identified to Tenant the proposed assignee or as a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, Californiaprospective tenant; (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 LeaseLease beyond any applicable cure period, 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 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 material improvements to be made outside of the Leased Premises, which shall be the responsibility of 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 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 approval may not be unreasonably withheldwithheld by Landlord. 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, 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 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 any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease or have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to be a consent 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 subletting 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 assignment cuts or penetrations in the floor, roof or exterior walls of Tenant’s interest the Leased Premises, except as specifically provided in this Lease. Without limiting the circumstances As used 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 judgmentthis Article, the financial worth term “modifications, alterations and/or improvements” shall include, without limitation, the installation 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 hasadditional electrical outlets, in the five years prior to the assignment or subleaseoverhead lighting fixtures, filed for bankruptcy protectiondrains, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filingsinks, partitions, doorways, 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 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. Building E Tenant shall not make any Non-Standard Improvements until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord’s sole discretion as expressly permitted to modifications, alterations and/or improvements which affect the Building façade or structure, or materially adversely affect the Building’s systems, and otherwise such approval may be withheld in Landlord’s reasonable discretion. Landlord’s written approval shall, if applicable, also contain Landlord’s election to require Tenant to remove the subject Non-Standard Improvements at the expiration or earlier termination of this Lease, in which event Tenant shall be obligated to do so, subject to Paragraph 7.2 below2.6 above. All 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 first approved by Landlord which approval shall not be unreasonably withheld 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 Restrictions and in a good and workmanlike manner using new (or reclaimed or recycled) 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) 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 amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not sublet covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Leased Premises or any portion thereof or assign its interest Common Areas (except the Exclusive Use Areas). 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, shall be permitted to make alterations to the Leased Premises which are not Non-Standard Improvements provided that: (a) Tenant shall timely provide Landlord the notices required pursuant to Paragraph 4.9 above, (b) Tenant 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 alterations, and shall provide copies of such approvals and permits to Landlord prior to commencing any work with respect to such alterations, (c) the cost of any such project does not be unreasonably withheldexceed Two Hundred Thousand Dollars ($200,000) and not more than three (3) such projects are performed in any twelve (12) month period, conditioned and (d) 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 delayedmarked to show construction changes made. Any attempted subletting or assignment In addition, Tenant may perform any cabling and cosmetic alterations not visible outside the Leased Premises 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 Premisesapproval.

By Tenant. Except as expressly permitted in Paragraph 7.2 provided 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 its interest in this Leaseany right or privilege appurtenant thereto, whether voluntarily or by operation of Lawsuffer any other person to occupy or use the Leased Premises or any portion thereof, without first obtaining the written consent of Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted Landlord agrees not to withhold consent to any such assignment of this Lease or subletting of the entire Leased Premises provided that Tenant requests the same in writing and provided that (i) at the time thereof, Tenant is not in Default under this Lease, (ii) Landlord, in its sole discretion reasonably exercised, determines that the reputation, business, proposed use of the Leased Premises and financial responsibility of the proposed assignee or assignment without sublessee, are satisfactory to Landlord, (iii) any assignee or sublessee shall expressly assume all the obligations of this Lease on Tenant’s prior written part to be performed, or in the case of a sublease of less than all of the Leased Premises, assume such obligations with respect to the relevant portion of the Leased Premises, (iv) such consent, at Landlord’s electionif given, shall constitute a default by not release Tenant or any guarantor of Tenant’s obligation hereunder of any of its obligations under this Lease, including without limitation, its obligation to pay rent, (v) Tenant agrees specifically to pay over to Landlord, as Additional Rent, 50% of all sums provided to be paid under the terms and conditions of this Lease. The acceptance of rent by Landlord from any person such assignment or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation sublease which are in excess of the provisions sum of the amounts otherwise required to be paid pursuant to this paragraphLease after deduction of reasonable commissions, legal fees and improvement costs paid by Tenant in connection with such assignment or sublease, (vi) a consent to one assignment or subletting 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 subsequent assignment or subletting, (vii) Tenant shall indemnify and hold Landlord harmless from any brokerage commissions due in connection with such assignment or subletting, (viii) Tenant shall remain responsible for the performance of all covenants and provisions of this Lease, and (ix) Tenant acknowledge that it reimburses Landlord for all of Landlord’s actual out-of-pocket expenses incurred in connection with such assignment or subletting which shall be reasonable for Landlord no more than $2,000.00. Whether or not such conditions to withhold assignment or subletting are met, Landlord, at its consent sole option, may elect to (x) terminate this Lease in the following instances: case of an assignment, or, (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; (cy) in Landlord’s reasonable judgmentthe event of a sublease, the financial worth term of a proposed assignee is less than that of Tenant or does not meet which ends during 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 last year of the Term and which covers all or substantially all the Leased Premises by the proposed assignee or sublessee will violate any applicable LawPremises, ordinance or regulation; (g) the proposed assignee or sublessee is, terminate this Lease 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 commencement date of the terms and provisions required proposed sublease, to be included therein pursuant effective unless Tenant elects to withdraw its request to sublease or assign, which election, if exercised by Landlord, shall be by written notice to Tenant given within twenty (20) days of receipt by Landlord of Tenant’s request for such consent to assign or sublet. If Landlord elects to terminate this Article 7; (i) there is an Event Lease in accordance with the foregoing sentence, then Landlord may lease the relevant portion of the Leased Premises to the sublessee or assignee proposed by Tenant or any other person or entity. Any assignment or subletting or occupancy without Landlord’s prior written consent shall be void and, at the option of Landlord, shall constitute a Default under this Lease. If the Lease is not terminated, then Landlord shall deliver to Tenant, within twenty (20) days following Tenant’s request, its consent to such assignment, sublease or there have been three occupancy or more Events its disapproval (if reasonable). Except as provided below, neither this Lease nor any interest herein shall be assignable as to the interest of Default during Tenant by operation of law without consent of Landlord, which consent shall be subject to each of the 12 months preceding the date standards set forth in this Section 12.1. Tenant agrees that Tenant shall request consent; or (j) in the case event Landlord withholds its consent to any assignment, subletting or occupancy contrary to the provisions of a subletting of less than the entire Leased Premisesthis Section 12.1, if the subletting would result 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 division event of such withholding by Landlord of its consent. Notwithstanding the foregoing, Tenant may, without Landlord’s consent, sublet all or any portion of the Leased Premises into more than three subparcels or would require improvements 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 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 in default of any of its obligations under the Lease (each of the foregoing is a “Permitted Transfer”). For the purpose of this Lease, any (w) sale or 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 made outside 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 any other transfer of the Lease 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 or assign its interest improvements within the Leased Premises the cost of which exceeds $10,000 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 approval will 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 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 reasonably 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 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 reasonably 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 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; provided, conditioned however, that Landlord's consent shall not be required for Tenant to sublet the Leased Premises or delayedany portion thereof or to assign its interest in this Lease to any wholly owned subsidiary of Tenant as long as Tenant promptly provides Landlord with written notice of any such sublet or assignment. 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) in Landlord's reasonable judgment, the use of the Premises by the proposed assignee or sublessee is a governmental agencywould entail any alterations which would lessen the value of the leasehold improvements in the Premises or would require increased services by Landlord; (b) the proposed use is not a Permitted Use; (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; (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, filed sublease has riled 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 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 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; (ih) there Tenant is an Event in default of Default a monetary obligation or material non-monetary obligation of Tenant under this LeaseLease (after the giving of notice where notice is required and the expiration of applicable cure periods), and such default is susceptible of being cured but has not been cured by Tenant, 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 (ji) 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 Building into more than three subparcels two tenant spaces 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 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 (a) Without 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 consentconsent of Landlord, which shall not be unreasonably withheld, conditioned Tenant shall not (1) assign or delayed. Any attempted subletting in any manner transfer this Lease or any estate or interest therein (a transfer will not be deemed to have occurred if the transfer is to another entity whose ownership is at least fifty one percent (51%) identical to the Tenant's current ownership); (2) permit any assignment of this Lease or any estate or interest therein by operation of law; (3) sublet the Premises or any part thereof; (4) grant any license, concession or other right of occupancy of any portion of the Premises; or (5) permit the use of the Premises by any parties other than Tenant, its agents and employees, and any such acts without Landlord’s 's prior written consentconsent shall be void and of no effect. Consent by Landlord to one or more assignments or sublettings shall not operate as a consent to, or a waiver of Landlord's rights with respect to, any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at Landlord’s election, shall constitute a default by Tenant all times remain fully responsible and liable for the payment of the Monthly Payments and for compliance with all of Tenant's other obligations under the terms of this Lease. The acceptance If an event of rent default should occur while the Premises or any part thereof is then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or sublessee all payments becoming due to Tenant under such assignment or sublease and apply such payments against any sums due to Landlord by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any person such assignee or entity other than Tenant, sublessee (regardless of whether or not such assignee or sublessee shall be deemed to be void and of no effect as stated in the acceptance first sentence of rent this subsection (a)) shall be construed to constitute a novation or release of Tenant or any guarantor of Tenant from the further performance of its obligation hereunder. Receipt by Landlord of payments from Tenant with knowledge of a violation any assignee, sublessee or occupant of the provisions of this paragraph, Premises shall not be deemed to be a waiver by Landlord of any provision the covenants in this Lease against assignment and subletting, or a release of this Article Tenant under thisLease. Notwithstanding the foregoing, Tenant shall have no right whatsoever to sublease all or a portion of the subleased premises unless Tenant charges a market sublease rent for same. (b) Tenant shall not mortgage, pledge or otherwise encumber this Lease or any estate or interest therein or in the Premises. (c) Tenant shall give Landlord at least 60 days' advance written notice of any proposed assignment or subletting, such notice to be accompanied by a copy of the proposed sublease or assignment agreement setting forth all terms of such agreement. If Tenant requests Landlord's consent to an assignment of this Lease or subletting of all or part of the Premises, Tenant will submit in writing to Landlord (i) the name and address of the proposed assignee or subtenant; (ii) the business terms of the proposed assignment or sublease; (iii) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or subtenant, and as to the nature of its proposed use of the space; (iv) banking, financial, or other credit information reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant; and (v) the proposed form of assignment or sublease for Landlord's approval. Landlord shall notify Tenant in writing within 15 days after receipt of Tenant's written request as to whether Landlord shall grant Tenant's request for an assignment or subletting. At Landlord's option, Landlord may terminate this Lease in lieu of giving its consent to any proposed assignment of this Lease or subletting of the Premises (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant). If Landlord elects to cancel this Lease in whole or in part as of such date, then the Lease Term, and the tenancy and occupancy of the Premises by Tenant or any assignment of Tenant’s interest in under this Lease, shall terminate with respect to that portion of the Premises proposed to be so assigned or sublet as if the cancellation date were ending date of the Lease Term, and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Premises . 0 Thereafter, Landlord may lease the Premises to any person, including the prospective subtenant or assignee, without liability to Tenant. If Landlord does not thus cancel this Lease, the terms and provisions of subparagraph (a) hereof will apply. (d) Landlord's withholding of consent must be reasonable. Without limiting the circumstances other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublettingsublease, Landlord and Tenant acknowledge and agree that it shall be reasonable for Landlord to withhold its consent in if the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) the proposed use is not a Permitted Use; information required by subsection (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does above has not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior been submitted 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 otherwise unsatisfactory. lt shall also be reasonable for Landlord or any of to withhold 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;consent if: (i) there The proposed transferee fails to satisfy Landlord's then-current credit standards for retail tenants of the Shopping Center, and in Landlord's reasonable opinion, does not have the financial strength, business experience or stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due; (ii) The proposed transferee's use of the Premises, in Landlord's opinion, (1) is an Event not lawful, or (2) is not consistent with the Permitted Use of Default the Premises under this Lease, or (3) is not consistent with the general character of business carried on by tenants of a first-class retail building, or (4) conflicts with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant in the Shopping Center, or (5) increases the likelihood of damage or destruction, or (6) is likely to cause an increase in insurance premiums for insurance policies applicable to the Shopping Center, or (7) will require new tenant improvements incompatible with then existing Shopping Center systems and components, or (8) is not compatible with Landlord's desired tenant mix for the Shopping Center; (iii) Tenant refuses to pay Landlord any increase in the Security Deposit that is required by Landlord based upon its then current leasing guidelines; under this Lease; (iv) At the time of the proposed transfer there have been three is an event of default (v) The proposed transferee is a governmental entity and holds no exemption from the payment of ad valorem or other taxes that would prohibit Landlord :from collecting from such transferee any amounts otherwise payable under this Lease; (vi) At least 25% or more Events of Default during the 12 months preceding Gross Rentable Square Footage of the date Shopping Center remains un-leased to paying tenants; (vii) The transfer results in a division of the Premises or will otherwise have or cause a material adverse impact on Landlord's interests, in the Premises or the Shopping Center. (e) If Landlord consents to a proposed assignment or sublease, Landlord will have the right to approve the form of assignment or sublease, as the case may be, which will provide among other things that Tenant will remain liable under this Lease. Further, if Landlord consents to any subletting or assignment by Tenant as above provided, and subsequently any payments received by Tenant under any such sublease are in excess of the Monthly Payments payable by Tenant under this Lease, or any additional consideration (other than consideration which is directly or indirectly related to the sale of the business) is paid to Tenant by the assignee under any such assignment, then 100% of such excess payments under such sublease or such additional consideration for such assignment shall be due and payable by Tenant to Landlord as Additional Rent. In determining whether payments under any approved sublease exceed the Monthly Payments under this Lease, all amounts paid or payable and received or receivable by Tenant under or in connection with such sublease, including but not limited to commissions and shall be taken into account. (f) In the event Landlord consents to any assignment of this Lease by Tenant as provided herein, Landlord shall have the right, in its sole determination, to increase the Security Deposit required in this Lease. (g) Any sublease will require that the subtenant will comply with all applicable terms and conditions of this Lease. Any assignment will include, without limitation, an assumption by the assignee of all of the terms, covenants and conditions which this Lease requires Tenant to perform. Landlord's consent will not be effective unless and until Tenant delivers to Landlord an original duly executed assignment or sublease, as the case may be, in the form approved by Landlord, and pays Landlord the amounts required herein. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. No permitted subtenant may assign or encumber its sublease or further sublease ail or any portion of its subleased space, or otherwise permit the subleased space or any part of its subleased space to be used or occupied by others, without Landlord's prior written consent in each instance. No permitted assignee (or subtenant) at this Lease may further assign this Lease (or sublet the subleased premises) without Landlord's prior written consent. (h) Tenant agrees to reimburse Landlord for all reasonable expenses incurred in connection with any assignment or subletting, including but not limited to, attorneys' fees, lender approval fees or such other reasonable and customary fees incurred. (i) In addition to reimbursement of expenses as set forth in subsection (h) above, at the time of Tenant's request consent; orfor Landlord's consent to an assignment of this Lease, or subletting of all or a portion of the Premises, Tenant shall deliver to Landlord a processing fee which constitutes the actual reasonable expenses of Landlord in processing the request, but in no event shall Tenant pay to Landlord more than $5,000.00 for the processing fee. Furthermore, Landlord shall attempt to keep its processing costs to a reasonable minimum. The Processing Fee shall be nonrefundable when paid regardless of whether Landlord consents to, or objects to, the proposed assignment or sublease. (j) in the case The transfer of a subletting of less than the entire Leased Premises, if the subletting would result in the division majority of the Leased Premises into more than three subparcels issued and outstanding capital stock of any corporate tenant or would require improvements to be made outside subtenant of this Lease or a majority of the Leased Premisestotal interest in any partnership tenant or subtenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, will be deemed an assignment of this Lease or of such sublease requiring Landlord's prior written consent in each instance. For purposes of this Article 16, the transfer of outstanding capital stock of any corporate tenant will not include any sale of such stock by persons (other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as amended) effected through "over-the-counter-market" or through any recognized stock exchange. (k) If Tenant believes that Landlord has unreasonably withheld its consent pursuant to this Article 16, Tenant's sole remedy will be to seek a declaratory judgment that Landlord has unreasonably withheld its consent or an order of specific performance or mandatory injunction of the Landlord's agreement to give its consent.

By Tenant. Except as expressly permitted in Paragraph 7.2 below, Tenant shall not have the right to assign this Lease or further sublet the Leased Premises all or any portion thereof or assign its interest in this Leasepart of the Premises, whether voluntarily or by operation subject to the consent 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 and the payment to Landlord of a default by Tenant under $2,500 fee to defray the terms of this Lease. The acceptance of rent expenses incurred by Landlord from in connection with the review, processing or preparation of any person documentation in connection with an assignment or entity other than Tenantsublease. Notwithstanding the foregoing, 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 have unreasonably withheld its consent if the proposed assignee operates substantially the same business as Tenant and has a waiver by Landlord of any provision of this Article net worth equal to or this Lease or greater than Tenant. Further notwithstanding the foregoing, Tenant shall have the right to be a consent to any subletting by Tenant sublet all or any assignment portion of the Premises or assign Tenant’s interest in this Lease to: (a) a subsidiary, affiliate, parent or other entity to Tenant which controls, is controlled by, or is under common control with, Tenant; (b) a successor entity to Tenant resulting from merger, consolidation, non-bankruptcy reorganization, or government action; or (c) a purchaser of all or any significant portion of Tenant’s stock or assets (the foregoing hereinafter collectively known as a “Permitted Transferee”), without the consent of Landlord. Tenant shall, however, give notice to Landlord of an assignment or subletting to a Permitted Transferee at least ten (10) days prior to the effective date of such assignment or subletting. In the event Landlord consents to an assignment, then Tenant shall be released from this Lease. Without limiting the circumstances in which it may be reasonable for affecting any of its other obligations under this Lease, Tenant will pay Landlord to withhold its consent to as additional rent one-half of any sums or other economic consideration that (a) are received by Tenant as a result of 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) exceed in total the proposed use sums which Tenant is not a Permitted Use; obligated to pay Landlord under this Lease (c) in Landlord’s reasonable judgment, prorated to reflect obligations allocable to that portion of 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 Premises subject to the such 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 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 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 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.