Common use of Conversion to a Limited Liability Entity Clause in Contracts

Conversion to a Limited Liability Entity. If Tenant is a partnership (either general or limited), joint venture, cotenancy, joint tenancy or an individual, Tenant may not convert (the “CONVERSION”) the Tenant entity or person into any type of entity which possesses the characteristic of limited liability such as, by way of example only, a corporation, a limited liability company, limited liability partnership or limited liability limited partnership (a “LIMITED ENTITY”) without the consent of Landlord, subject to fulfillment of the conditions below. The following are conditions precedent to Landlord’s obligation to act reasonably with respect to a Conversion to a Limited Entity: (i) the Limited Entity assumes all of Tenant’s liabilities and is assigned all of Tenant’s assets as of the effective date of the Conversion; (ii) as of the effective date of the Conversion, the Limited Entity shall have a net worth (“NET WORTH”), which is not less than either (a) Tenant’s Net Worth on the date of execution of the Lease or (b) Tenant’s Net Worth as of the date Tenant requests consent to the Conversion; (iii) Tenant is not in default under the Lease; (iv) Tenant delivers to Landlord a satisfactory agreement, executed by each equity interest holder of Tenant, wherein each agrees to remain personally liable for all of the terms, covenants and conditions of the Lease; and (v) Tenant reimburses Landlord within ten days of Landlord’s written demand for any and all reasonable costs and expenses that may be incurred by Landlord in connection with the Conversion including, without limitation, reasonable attorneys’ fees. /s/ Landlord’s Initials Tenant’s Initials In Witness Whereof, the Parties have executed this Lease as of the date first written above. “LANDLORD” “TENANT” BEDFORD PROPERTY INVESTORS, INC., PINE PHOTONICS COMMUNICATIONS, INC., MARYLAND CORPORATION A DELAWARE CORPORATION By: By: /s/ Hsing Kung Name: Name: Hsing Kung Title: Title: CEO & President Date: Date: 7/10/00 FOR OFFICE USE ONLY: PREPARED BY: ___ REVIEWED BY: ___ APPROVED BY: ___ /s/ Landlord’s Initials Tenant’s Initials ADDENDUM NO. 1 LETTER OF CREDIT AS DEPOSIT SECURITY This ADDENDUM NO. 1 (this “ADDENDUM”) is made in connection with and is a part of that certain Lease, dated as of June 30, 2000, by and between Bedford Property Investors, Inc., a Maryland corporation, as Landlord, and Pine Photonics Communications, Inc., as Tenant, (the “LEASE”).

Conversion to a Limited Liability Entity. If Tenant is a partnership (either general or limited), joint venture, cotenancy, joint tenancy or an individual, Tenant may not convert (the “"CONVERSION”") the Tenant entity or person into any type of entity which possesses the characteristic of limited liability such as, by way of example only, a corporation, a limited liability company, limited liability partnership or limited liability limited partnership (a “"LIMITED ENTITY”") without the consent of Landlord, subject to fulfillment of the conditions below. The following are conditions precedent to Landlord’s 's obligation to act reasonably with respect to a Conversion to a Limited Entity: (i) the Limited Entity assumes all of Tenant’s 's liabilities and is assigned all of Tenant’s 's assets as of the effective date of the Conversion; (ii) as of the effective date of the Conversion, the Limited Entity shall have a net worth (“"NET WORTH”"), which is not less than either (a) Tenant’s 's Net Worth on the date of execution of the Lease or (b) Tenant’s 's Net Worth as of the date Tenant requests consent to the Conversion; (iii) Tenant is not in default under the Lease; (iv) Tenant delivers to Landlord a satisfactory agreement, executed by each equity interest holder of Tenant, wherein each agrees to remain personally liable for all of the terms, covenants and conditions of the Lease; and (v) Tenant reimburses Landlord within ten days of Landlord’s 's written demand for any and all reasonable costs and expenses that may be incurred by Landlord in connection with the Conversion including, without limitation, reasonable attorneys’ ' fees. /s/ ----------------------- ---------------------- Landlord’s 's Initials Tenant’s Initials In Witness Whereof, the Parties have executed this Lease as of the date first written above. “LANDLORD” “TENANT” BEDFORD PROPERTY INVESTORS, INC., PINE PHOTONICS COMMUNICATIONS, INC., MARYLAND CORPORATION A DELAWARE CORPORATION By: By: /s/ Hsing Kung Name: Name: Hsing Kung Title: Title: CEO & President Date: Date: 7/10/00 FOR OFFICE USE ONLY: PREPARED BY: ___ REVIEWED BY: ___ APPROVED BY: ___ /s/ Landlord’s Initials Tenant’s Initials ADDENDUM NO. 1 LETTER OF CREDIT AS DEPOSIT SECURITY This ADDENDUM NO. 1 (this “ADDENDUM”) is made in connection with and is a part of that certain Lease, dated as of June 30, 2000, by and between Bedford Property Investors, Inc., a Maryland corporation, as Landlord, and Pine Photonics Communications, Inc., as Tenant, (the “LEASE”).'s Initials

Conversion to a Limited Liability Entity. If Tenant is a ---------------------------------------- partnership (either general or limited), joint venture, cotenancy, joint tenancy or an individual, Tenant may not convert (the “CONVERSION”"Conversion") the Tenant entity or person into any type of entity which possesses the characteristic of limited liability such as, by way of example only, a corporation, a limited liability company, limited liability partnership or limited liability limited partnership (a “LIMITED ENTITY”"Limited Entity") without the consent of Landlord, subject to fulfillment of the conditions below. The following are conditions precedent to Landlord’s 's obligation to act reasonably with respect to a Conversion to a Limited Entity: (i) the Limited Entity assumes all of Tenant’s 's liabilities and is assigned all of Tenant’s 's assets as of the effective date of the Conversion; (ii) as of the effective date of the Conversion, the Limited Entity shall have a net worth (“NET WORTH”"Net Worth"), which is not less than either (a) Tenant’s 's Net Worth on the date of execution of the Lease or (b) Tenant’s 's Net Worth as of the date Tenant requests consent to the Conversion; (iii) Tenant is not in default under the Lease; (iv) Tenant delivers to Landlord a satisfactory agreement, executed by each equity interest holder of Tenant, wherein each agrees to remain personally liable for all of the terms, covenants and conditions of the Lease; and (v) Tenant reimburses Landlord within ten days of Landlord’s 's written demand for any and all reasonable costs and expenses that may be incurred by Landlord in connection with the Conversion including, without limitation, reasonable attorneys’ ' fees. /s/ Landlord’s Initials Tenant’s Initials In Witness Whereof, the Parties have executed this Lease as of the date first written above. “LANDLORD” “TENANT” BEDFORD PROPERTY INVESTORS, INC., PINE PHOTONICS COMMUNICATIONS, INC., MARYLAND CORPORATION A DELAWARE CORPORATION By: By: /s/ Hsing Kung Name: Name: Hsing Kung Title: Title: CEO & President Date: Date: 7/10/00 FOR OFFICE USE ONLY: PREPARED BY: JRM WFM ___________________ REVIEWED BY: ___ APPROVED BY: ___ /s/ ----------------- Landlord’s 's Initials Tenant’s Initials ADDENDUM NO. 1 LETTER OF CREDIT AS DEPOSIT SECURITY This ADDENDUM NO. 1 (this “ADDENDUM”) is made in connection with and is a part of that certain Lease, dated as of June 30, 2000, by and between Bedford Property Investors, Inc., a Maryland corporation, as Landlord, and Pine Photonics Communications, Inc., as Tenant, (the “LEASE”).'s Initials

Conversion to a Limited Liability Entity. If Tenant is a partnership (either general or limited), joint venture, cotenancy, joint tenancy or an individual, Tenant may not convert (the “CONVERSIONConversion”) the Tenant entity or person into any type of entity which possesses the characteristic of limited liability such as, by way of example only, a corporation, a limited liability company, limited liability partnership or limited liability limited partnership (a “LIMITED ENTITYLimited Entity”) without the consent of Landlord, subject to fulfillment of the conditions below. The following are conditions precedent to Landlord’s obligation to act reasonably with respect to a Conversion to a Limited Entity: (i) the Limited Entity assumes all of Tenant’s liabilities and is assigned all of Tenant’s assets as of the effective date of the Conversion; (ii) as of the effective date of the Conversion, the Limited Entity shall have a net worth (“NET WORTHNet Worth”), which is not less than either (a) Tenant’s Net Worth on the date of execution of the Lease or (b) Tenant’s Net Worth as of the date Tenant requests consent to the Conversion; (iii) Tenant is not in default under the Lease; (iv) Tenant delivers to Landlord a satisfactory agreement, executed by each equity interest holder of Tenant, wherein each agrees to remain personally liable for all of the terms, covenants and conditions of the Lease; and (v) Tenant reimburses Landlord within ten days of Landlord’s written demand for any and all reasonable costs and expenses that may be incurred by Landlord in connection with the Conversion including, without limitation, reasonable attorneys’ feesfees (such costs not to exceed One Thousand Five Hundred Dollars ($1,500.00). /s/ [the balance of this page has been intentionally left blank; signature page follows] Landlord’s Initials Tenant’s Initials In Witness Whereof, the Parties have executed this Lease as of the date first written above. “LANDLORD” “TENANT” BEDFORD PROPERTY INVESTORS, INC., PINE PHOTONICS COMMUNICATIONS, INC., MARYLAND CORPORATION A DELAWARE CORPORATION By: By: /s/ Hsing Kung Name: Name: Hsing Kung Title: Title: CEO & President Date: Date: 7/10/00 FOR OFFICE USE ONLY: PREPARED BY: ___ REVIEWED BY: ___ APPROVED BY: ___ /s/ Landlord’s Initials Tenant’s Initials ADDENDUM NO. 1 LETTER OF CREDIT AS DEPOSIT SECURITY This ADDENDUM NO. 1 (this “ADDENDUM”) is made in connection with and is a part of that certain Lease, dated as of June 30, 2000, by and between Bedford Property Investors, Inc., a Maryland corporation, as Landlord, and Pine Photonics Communications, Inc., as Tenant, (the “LEASE”).Initials