Common use of Permitted Transfers Clause in Contracts

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any anything to the contrary provision hereofcontained in this Paragraph 22, if as long as no Event of Default by Tenant has then occurred and is not in Defaultcontinuing, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) may assign this Lease or sublet any portion of the Premises (hereinafter collectively referred to as a “Permitted Transfer”) to (a) an Affiliate affiliate of Tenant (other than pursuant to a merger an entity which is Controlled by, Controls, or consolidationis under common Control with, Tenant), (b) a any successor entity to Tenant by merger way of merger, consolidation or consolidationother non-bankruptcy corporate reorganization, (c) an entity which acquires multiple assets of Tenant, or (cd) a successor to Tenant by purchase of all or substantially all of an entity acquiring and continuing Tenant’s assets, business operations at or (ii) permit a Change of Control to occur from the Premises (a “Permitted TransferTransferee”), ; provided that (i) at least 10 business days before ten (10) Business Days prior to the TransferTransfer (or ten (10) Business Days after the Transfer if prior notice of such Transfer is prevented by Applicable Laws or confidentiality restrictions), Tenant notifies Landlord of the Transfer such Transfer, and delivers to supplies Landlord with any documents or information reasonably requested by Landlord relating theretoregarding such Transfer or Permitted Transferee, including including, but not limited to, copies of the sublease or instrument of assignment and copies of documents establishing to the reasonable documentation satisfaction of Landlord that the Transfer satisfies the requirements of transaction in question is one permitted under this Section 14.8; Paragraph 22.7, (ii) at least ten (10) Business Days prior to the Transfer (or ten (10) Business Days after the Transfer if prior notice of such Transfer is prevented by Applicable Laws or confidentiality restrictions), Tenant furnishes Landlord with a written document executed by the proposed Permitted Transferee in which, in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, such entity assumes all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant under this Lease thereafter to clause (b) abovebe performed, (A) the successor entity has a net worth (as determined in accordance with GAAPand, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Controlsublease, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.such entity agrees

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any anything to the contrary provision hereof, if Tenant is not in Defaultthis Article 14, Tenant may, without Landlord’s consent pursuant prior written consent, and without payment of any Transfer Premium, do the following (each a “Permitted Transfer”) (a) permit a Change of Control to Section 14.1occur, (ib) sublease all or any portion of the Premises to an Affiliate of Tenant, so long as the transferee remains an Affiliate of Tenant for the entire term of the sublease, or (c) assign this Lease to either of the following: (ai) an Affiliate of Tenant (other than pursuant to a merger or consolidation)Tenant, (bii) a successor to Tenant by merger merger, consolidation or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assetsassets or stock, or (iiiii) permit an entity resulting from a Change of Control to occur (a “Permitted Transfer”)transaction involving any company which merges with or into Tenant, provided that that: (i1) at least 10 business ten (10) days before the TransferTransfer (unless prohibited by Applicable Laws or a confidentiality agreement), Tenant notifies Landlord of the such Transfer and delivers to supplies Landlord any documents or information reasonably requested by Landlord relating thereto, including with reasonable documentation showing that the Transfer satisfies the requirements of this Section 14.8; (ii2) in the case of an assignment pursuant to clause (a) or (c) abovethis Section 14.8, the assignee executes and delivers to Landlord, at least 10 business days before within ten (10) Business Days after the effective date of the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunderunder this Lease; (iii3) in the case of an assignment pursuant to clause (bii) or (iii) above, (A) the proposed assignee or successor entity entity, has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) Worth immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and exceeding Fifty Million Dollars (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity$50,000,000.00); (iv4) except in the case of a Change of Control, the proposed transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B5) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the any such proposed Transfer is made for a good faith operating business purpose and not not, whether in order a single transaction or in a series of transactions, being entered into as a subterfuge to evade the requirements obligations and restrictions relating to Transfers set forth in this Article 14. The transferee in a Permitted Transfer is referred to in this Lease as a “Permitted Transferee”. Upon an assignment to a Permitted Transferee under clauses (ii) or (iii) above, Tenant shall be released from all obligations arising or accruing under the Lease from and after the date of transfer, but shall remain liable for those arising or accruing prior to such date. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party. As used herein, “Net Worth” shall mean net worth computed in accordance with generally accepted accounting principles including paid in capital then remaining on the balance sheet, except that goodwill shall be excluded in the calculation. Notwithstanding anything to the contrary herein, if immediately following a Permitted Transfer, (1) Tenant shall cease to exist or is otherwise released from its obligations under this Lease, (2) the Permitted Transferee has a Net Worth that is less than One Hundred Million Dollars ($100,000,00.00); and (3) Landlord reasonably determines that the financials of the Permitted Transferee raise liquidity concerns with respect to the Permitted Transferee’s ability to satisfy its financial obligations under this Lease, then Landlord shall have the right to reasonably require an increase in security under this Lease to up to five months’ Rent in the form of a security deposit or letter of credit, as reasonably selected by Landlord. Notwithstanding anything to the contrary in this Article 14, if Tenant is not in Default, Tenant may, at any time and without Landlord’s prior written consent (but with prior written notice to Landlord and compliance with any reasonable information requests requested by Landlord’s Security Holder), without payment of any Transfer Premium or any of the fees set forth in Section 1414.1 above, and without limitation on the rights of Tenant pursuant to the paragraphs above, Tenant shall have a one (1) time right to sublease all or any portion of the Phase II Premises to any third party for a term not to exceed three (3) years.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s 's consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s 's assets, or (ii) permit a "Change of Control to occur (a “"Permitted Transfer”"), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s 's benefit, all of Tenant’s 's obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“"Net Worth”")) immediately after the Transfer that is not less than Tenant’s 's Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s 's Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunderhereunder (provided that, if prohibited by confidentiality or Law in connection with a proposed purchase, merger, consolidation or reorganization, then Tenant shall give Landlord written notice within 10 days after the effective date of the proposed purchase, merger, consolidation or reorganization); (iii) in the case of an assignment pursuant to clause (b) aboveabove where the original Tenant does not survive following the transaction or if such original Tenant survives but its Net Worth is materially reduced, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any anything to the contrary provision hereof, if Tenant is not contained in Defaultthis Section 39, Tenant may, may assign this Lease or sublet the Premises without the need for Landlord’s prior consent pursuant to Section 14.1, (i) assign this Lease any parent, subsidiary or affiliate business entity which the initially named Tenant Controls, is Controlled by or is under common Control with (each, an “Affiliate”); or to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (bii) a successor to Tenant by merger or consolidation, ; or (ciii) a successor to Tenant by purchase of all or substantially all of Tenant’s outstanding stock or assets, provided that: (A) at least thirty (30) days prior to such Transfer, Tenant delivers to Landlord the financial statements or other financial and background information of the Transferee or successor as required for other Transfers; (iiB) permit if the Transfer is an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a Change sublease, the Transferee of Control a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect thereto); (C) the Transferee or successor shall, as of the date immediately following the Transfer, have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to occur the greater of (x) Net Worth of Tenant as of the Effective Date, and the Net Worth of Tenant as of the day prior to the effective date of the Transfer; (D) unless the Tenant entity does not survive the Transfer, Tenant remains fully liable under this Lease; and (E) the use of the Premises set forth herein remains unchanged. As used in this Section, “Control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies through ownership of more than fifty percent (50%) of the securities or partnership or other ownership interests of the entity subject to Control. A transaction meeting the requirements of this Section 39(h) is referred to herein as a “Permitted Transfer”), provided that (i) at least 10 business days before and the Transfer, Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignmentTransferee, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net WorthPermitted Transferee”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any contrary provision hereof, hereof if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) permit a Change of Control to occur or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; , (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the lesser of (1) the Net Worth of Tenant immediately before the TransferTransfer and (2) the Net Worth of Tenant as of the date of this Lease, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereofhere of, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) permit a Change of Control to occur, sublease any portion of the Premises to an Affiliate of Tenant or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer (provided that if such pre-Transfer notice and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the Transfer), Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of a sublease, the subtenant executes and delivers to Landlord, at least 10 business days before taking occupancy, an agreement reasonably acceptable to Landlord which (A) requires the subtenant to assume all of Tenant’s release, waiver, indemnity and insurance obligations hereunder with respect to the Contemplated Transfer Space and to be bound by each provision hereof that limits the liability of any Landlord Party, and (B) provides that if either a Landlord Party or the subtenant institutes a suit against the other for violation of or to enforce such agreement, or in connection with any matter relating to the sublease or the subtenant’s occupancy of the Contemplated Transfer Space, the prevailing party shall be entitled to all of its costs and expenses, including reasonable attorneys’ fees; (iii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment (provided that if such pre-assignment execution and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the assignment), a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iiiiv) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (ivv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (vvi) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, firm and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vivii) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) permit a Change of Control to occur, or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidationconsolidation or reorganization, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i1) permit a Change of Control to occur or (2) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assetsassets (in either case, (1) or (ii) permit a Change of Control to occur (2), a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a2)(a) or (c2)(c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b2)(b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, firm and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in in. Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation)Tenant, (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating theretothereto (provided that if advanced notice is prohibited by a confidentiality agreement or applicable Law, then Tenant shall give Landlord written notice and deliver such documents within 10 days after the effective date of the proposed Permitted Transfer), including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignmentassignment (provided that if advanced notice is prohibited by a confidentiality agreement or applicable Law, then Tenant shall deliver to Landlord within 10 days after the effective date of the proposed Permitted Transfer), a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firmin, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereofthe provisions of Section 17.1 above, if Tenant is not then in Defaultdefault of this Lease, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) may assign this Lease or sublet any portion of the Premises (hereinafter collectively referred to as a "Permitted Transfer") to (a) a parent or subsidiary of Tenant, or an Affiliate of Tenant (other than pursuant to a merger or consolidation)entity under common control with Tenant, (b) a any successor entity to Tenant by merger way of merger, consolidation or consolidationother non-bankruptcy corporate reorganization, or (c) a successor to Tenant by purchase of an entity which acquires all or substantially all of Tenant’s assets's assets (collectively, or (ii) permit "Permitted Transferees", and, individually, a Change of Control to occur (a “"Permitted Transfer”Transferee"), ; provided that (i) at least 10 ten (10) business days before prior to the Transfer, Tenant notifies Landlord of the Transfer such Transfer, and delivers to supplies Landlord with any documents or information reasonably requested by Landlord relating theretoregarding such Transfer or Permitted Transferee, including including, but not limited to, copies of the sublease or instrument of assignment and copies of documents establishing to the reasonable documentation satisfaction of Landlord that the Transfer satisfies the requirements of transaction in question is one permitted under this Section 14.8; 17.5, (ii) at least ten (10) business days prior to the Transfer, Tenant furnishes Landlord with a written document executed by the proposed Permitted Transferee in which, in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, such entity assumes all of Tenant’s 's obligations hereunder; under this Lease with respect to the Transfer Premises, and, in the case of a sublease, such entity agrees to sublease the Transfer Premises subject to this Lease, (iii) in the case of an assignment a Transfer pursuant to clause (b) above, (A) the successor entity has must have a net worth (as determined computed in accordance with GAAPgenerally accepted accounting principles, but excluding intellectual property and any other except that intangible assets such as goodwill, patents, copyrights, and trademarks shall be excluded in the calculation (“"Net Worth”")) immediately after at the time of the Transfer that is not less than Tenant’s at least equal to the Net Worth of Tenant immediately before the prior to such Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the any such proposed Transfer is made for a good faith operating business purpose and not not, whether in order a single transaction or in a series of transactions, be entered into as a subterfuge to evade the requirements of obligations and restrictions relating to Transfers set forth in this Section 1417.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (ia) assign this Lease to (ai) an Affiliate of Tenant (other than pursuant to a merger or consolidation)Tenant, (bii) a successor to Tenant by merger or consolidation, or (ciii) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, assets or (iib) permit a Change of Control to occur (in either case, (a) and/or (b), a “Permitted Transfer”), provided that (iA) at least 10 five (5) business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; : (iiB) in the case of an assignment pursuant to clause (aa)(i) or (ca)(iii) above, the assignee executes and delivers to Landlord, at least 10 five (5) business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iiiC) in the case of an assignment pursuant to clause (ba)(ii) above, (A1) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B2) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (ivD) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (vE) in the case of a Change of Control, (A1) Tenant is not a closely held professional service firm, and (B2) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (viF) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation, to an Affiliate of Tenant (including any Affiliate of Tenant consisting of Tenant’s New Bank), (b) to a successor to Tenant by merger or consolidationconsolidation (including any such successor consisting of Tenant’s New Bank), or (c) to a successor to Tenant by purchase of all or substantially all of Tenant’s assetsassets (including any such successor consisting of Tenant’s New Bank), or (ii) permit the occurrence of a Change of Control to occur in favor of Txxxxx’s New Bank (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in DefaultDefault (as defined in Section 19.1), Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment (provided that if such pre-assignment execution and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the assignment), a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any anything to the contrary provision hereofcontained in this Paragraph 22, if as long as no Event of Default by Tenant is not in Defaultcontinuing, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) may assign this Lease or sublet any portion of the Premises (hereinafter collectively referred to as a "Permitted Transfer") to (a) an Affiliate affiliate of Tenant (other than pursuant to a merger an entity which is Controlled by, Controls, or consolidationis under common Control with, Tenant), (b) a any successor entity to Tenant by merger way of merger, consolidation or consolidationother non-bankruptcy corporate reorganization, (c) an entity which acquires multiple assets of Tenant, or (cd) a successor to Tenant by purchase of all an entity acquiring and continuing Tenant's business operations at or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur from the Premises (a “"Permitted Transfer”Transferee"), ; provided that (i) at least 10 business days before ten (10) Business Days prior to the TransferTransfer (or ten (10) Business Days after the Transfer if prior notice of such Transfer is prevented by Applicable Laws or confidentiality restrictions), Tenant notifies Landlord of the Transfer such Transfer, and delivers to supplies Landlord with any documents or information reasonably requested by Landlord relating theretoregarding such Transfer or Permitted Transferee, including including, but not limited to, copies of the sublease or instrument of assignment and copies of documents establishing to the reasonable documentation satisfaction of Landlord that the Transfer satisfies the requirements of transaction in question is one permitted under this Section 14.8; Paragraph 22.7, (ii) at least ten (10) Business Days prior to the Transfer (or ten (10) Business Days after the Transfer if prior notice of such Transfer is prevented by Applicable Laws or confidentiality restrictions), Tenant furnishes Landlord with a written document executed by the proposed Permitted Transferee in which, in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, such entity assumes all of Tenant’s 's obligations hereunder; (iii) in the case of an assignment pursuant under this Lease thereafter to clause (b) abovebe performed, (A) the successor entity has a net worth (as determined in accordance with GAAPand, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Controlsublease, such entity agrees to sublease the transferee is qualified Subject Space subject to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.Lease,

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) permit a Change of Control to occur, sublease any portion of the Premises to an Affiliate of Tenant or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer (provided that if such pre-Transfer notice and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the Transfer), Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of a sublease, the subtenant executes and delivers to Landlord, at least 10 business days before taking occupancy, an agreement reasonably acceptable to Landlord which (A) requires the subtenant to assume all of Tenant’s release, waiver, indemnity and insurance obligations hereunder with respect to the Contemplated Transfer Space and to be bound by each provision hereof that limits the liability of any Landlord Party, and (B) provides that if either a Landlord Party or the subtenant institutes a suit against the other for violation of or to enforce such agreement, or in connection with any matter relating to the sublease or the subtenant’s occupancy of the Contemplated Transfer Space, the prevailing party shall be entitled to all of its costs and expenses, including reasonable attorneys’ fees; (iii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment (provided that if such pre-assignment execution and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the assignment), a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iiiiv) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (ivv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (vvi) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, firm and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vivii) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assetsassets (each of the foregoing, or (ii) permit a Change of Control to occur (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer (provided that if such pre-Transfer notice and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the Transfer), Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereofof this Article 11 to the contrary, if Tenant the following Transfers (a Transferee under any such Transfer is not in Defaultherein referred to as a “Permitted Transferee”, Tenant mayand such Transfer, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur (a “Permitted Transfer”) shall be permitted without Landlord’s consent: (a) an assignment of this Lease to a Transferee that purchases all or substantially all (at least eighty-five percent (85%)) of the assets of Tenant, or to a Transferee that is the successor entity to Tenant resulting from a merger, consolidation, non-bankruptcy reorganization, or government action, or (b) an assignment or subletting of all or a portion of the Premises to an affiliate, subsidiary, parent or other entity which is controlled by, controls, or is under common control with, Tenant; provided that (i) no Event of Default exists at least 10 business days before the time of the Transfer, ; (ii) Tenant notifies Landlord of the Transfer and delivers to Landlord a Notice of Proposed Transfer with respect to such proposed Transfer at least thirty (30) days prior to the effective date thereof (unless such transaction is confidential, in which case, such notice and accompanying information shall be provided to Landlord within thirty (30) days after the effective date of the Transfer) and promptly supplies Landlord with any documents or information reasonably requested by Landlord relating theretoregarding such Transfer or Transferee, including including, but not limited to, copies of the sublease or instrument of assignment, copies of documents establishing to the reasonable documentation satisfaction of Landlord that the Transfer satisfies the requirements of this Section 14.8; transaction in question is one described in clause (iia) or (b) above, and, in the case of an assignment a Transfer pursuant to clause (a) or (c) above, evidence reasonably satisfactory to Landlord of the assignee executes and delivers to Landlordproposed Transferee’s Net Worth (as defined below), at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in any such Transfer shall be subject to the case provisions of an assignment pursuant Sections 11.2 [other than the requirements of Landlord consent and a processing fee, which are inapplicable to clause a Permitted Transfer], 11.3 [other than Sections 11.3(a), 11.3(g) and 11.3(h)], 11.6 (b) above, (A) the successor entity has a net worth (as determined in accordance except with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after respect to the Transfer that is not less than Tenant’s Net Worth immediately before Premium and the Transferprovisions thereof regarding consent of Landlord), 11.7, 11.8, and 11.10 hereof (B) if Tenant is a closely held professional service firmand Sections 11.3, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity11.4, 11.5 and 11.9 shall be inapplicable to any Permitted Transfer); (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change Transfer pursuant to clause (a) above, the Transferee has a tangible net worth at the time of Controlthe Transfer (i.e., not including intangible assets in the calculation, such as goodwill, patents, copyrights, and trademarks) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (A) the Net Worth of Tenant is not a closely held professional service firmimmediately prior to such Transfer, and or (B) Tenant’s the Net Worth immediately after on the Change date of Control is not less than its Net Worth immediately before this Lease of the Change original named Tenant; (v) the Permitted Transferee shall continue to actively conduct business in the Premises in compliance with the provisions of Controlthis Lease; and (vi) the any such proposed Transfer is made for a good faith operating business purpose and not not, whether in order a single transaction or in a series of transactions, be entered into as a subterfuge to evade the requirements of obligations and restrictions relating to Transfers set forth in this Article 11. “Control,” as used in this Section 14.11.11, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. 09338.008 2450031v1 23 ActiveUS 172034323v.3

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in DefaultWithout the consent of Landlord, Tenant may, without Landlord’s consent pursuant to Section 14.1, may undertake any of the following transactions (ieach a “Permitted Transfer”): (a) assign its entire interest under this Lease to (a) an Affiliate (as defined below), subsidiary, or parent of Tenant, or a corporation, partnership or other legal entity wholly owned by Tenant (other than pursuant to a merger or consolidationcollectively, an “Affiliated Party”), or (b) a transaction involving a change in the ownership or control of Tenant, whether by purchase, merger, consolidation or reorganization, which either (i) does not result in a change in the senior management team of Tenant or (ii) as to which the following requirements have been satisfied: (i) there is not then outstanding an Event of Default under this Lease; (ii) the Permitted Use does not allow the Premises to be used for retail purposes; (iii) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed transaction (unless prohibited by applicable law, in which event Tenant shall provide notice to Landlord no later than five (5) days following the proposed transaction); and (iv) either (A) Tenant continues to have a net worth equal to or greater than Tenant's net worth at the date of this Lease or (B) if such transaction will result in Tenant ceasing to exist as a separate legal entity, (I) Tenant’s successor shall own all or substantially all of the assets of Tenant, and (II) Tenant’s successor shall have a net worth which is at least equal to Tenant by merger the greater of Tenant's net worth at the date of this Lease or consolidationTenant's net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization, or (c) the infusion of additional equity capital in Tenant or (d) an initial public offering of equity securities of Tenant under the Securities Act of 1933, as amended, which results in Tenant's stock being traded on a national securities exchange, including, but not limited to, the NYSE, the NASDAQ Stock Market or the NASDAQ Small Cap Market System. If requested by Landlord, Tenant’s successor to Tenant by purchase shall sign a commercially reasonable form of all or substantially all assumption agreement. As used herein, (1) “parent” shall mean a company which owns a majority of Tenant’s assets, voting equity; (2) “subsidiary” shall mean an entity wholly owned by Tenant or (ii) permit a Change of Control to occur (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord fifty-one percent (51%) of the Transfer and delivers to Landlord any documents or information reasonably requested whose voting equity is owned by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi3) “Affiliate” shall mean an entity controlled, controlling or under common control with Tenant. In the Transfer is made for a good faith operating business purpose and not in order to evade event of the requirements assignment of this Section 14Lease by Tenant to an Affiliate, Tenant shall not be released from its obligations hereunder and accordingly shall be a guarantor of the obligations of the Affiliate assignee (and shall enter into Landord’s commerically reasonable then standard form of guaranty and deliver an executed original of the same concurrently with Tenant’s delivery of the agreement assigning this Lease).

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating theretothereto (provided that if advanced notice is prohibited by a confidentiality agreement or applicable law, then Tenant shall give Landlord written notice and deliver such documents within 10 days after the effective date of the proposed Permitted Transfer), including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignmentassignment (provided that if advanced notice is prohibited by a confidentiality agreement or applicable law, then Tenant shall deliver to Landlord within 10 days after the effective date of the proposed Permitted Transfer), a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Defaultother terms of this Article 14, Tenant may, without LandlordXxxxxxxx’s consent pursuant to Section 14.1, assign this Lease or sublease all or part of the Premises to: (a) a creditworthy affiliate of Tenant in a bona fide transaction undertaken for other than the avoidance of Xxxxxx’s liabilities and responsibilities hereunder; (b) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as: (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a Tenant's obligations hereunder are assumed by the entity surviving such merger or created by such consolidation); and (ii) the Tangible Net Worth of such surviving or created entity is, (b) a successor to Tenant by after the effective consummation of such merger or consolidation, not less than the Tangible Net Worth of Tenant as of the date hereof; or (c) a successor to Tenant by purchase of any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Tenant’s 's assets, or (ii) permit a Change so long as such entity's Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Control to occur (a “Permitted Transfer”), Tenant as of the date hereof; provided that in each instance (i1) at least 10 business days before the Transfer, Tenant notifies Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease (provided such notice and disclosure does not violate applicable laws or the terms of an agreement with the acquiring entity, in which event such notice and disclosure shall be made as soon as reasonably possible, but in no event more than fifteen (15) business days after the date of the Permitted Transfer (as defined below)) and delivers to promptly supplies Landlord with any documents or information reasonably requested by Landlord relating theretoregarding such assignment or sublease or the Permitted Transferee (as defined below), including current financial statements of the Permitted Transferee certified by an officer, partner or owner thereof and reasonable documentation that the Permitted Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above14.7, (A2) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that Tenant is not less than Tenant’s Net Worth immediately before in default, beyond the Transferapplicable notice and cure period, and (B3) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; , and (v4) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. Tenant shall, in the case event of any such Permitted Transfer, remain liable for the performance of all of the obligations of Tenant hereunder, or if Tenant no longer thereafter exists because of a Change merger, consolidation, or acquisition, the surviving or acquiring entity shall expressly assume in writing (in form and content satisfactory to Landlord) the obligations of ControlTenant hereunder. Additionally, the Permitted Transferee shall at all times following such Permitted Transfer comply with all of the terms and conditions of this Lease. No later than fifteen (15) days after the effective date of any Permitted Transfer, Xxxxxx agrees to furnish Landlord with (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after copy of the Change of Control is not less than its Net Worth immediately before instrument effecting the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.Permitted Transfer,

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.114.1 and without any payments under Section 14.3, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation)Tenant, (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunderhereunder accruing after such transfer; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party. Confidential Treatment Requested by Ubiquiti Networks, Inc.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur (a “Permitted Transfer”), provided that (i) at least 10 ten (10) business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 ten (10) business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firmProfessional Service Firm, at least 50% of its equity owners existing 12 twelve (12) months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firmProfessional Service Firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) permit a Change of Control to occur or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating theretothereto (provided that if advanced notice is prohibited by a confidentiality agreement or applicable law or is otherwise impracticable, then Tenant shall give Landlord written notice and deliver such documents within 10 days after the effective date of the Permitted Transfer), including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in state where the case of a Change of Control, (A) Tenant Building is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Controllocated; and (viv) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.purpose

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.114.1 and without any payments under Section 14.3, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation)Tenant, (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunderhereunder accruing after such transfer; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation)Tenant, (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (iid) permit any entity which becomes a Change parent, successor or Affiliate of Control to occur Tenant, or is a successor of Tenant by reason of public offering, reorganization, dissolution, or sale of stock, membership or partnership interests (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets GAAP (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) permit a Change of Control to occur, sublease any portion of the Premises to an Affiliate of Tenant or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer (provided that if such pre-Transfer notice and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the Transfer), Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of a sublease, the subtenant executes and delivers to Landlord, at least 10 business days before taking occupancy, an agreement reasonably acceptable to Landlord which (A) requires the subtenant to assume all of Tenant’s release, waiver, indemnity and insurance obligations hereunder with respect to the Contemplated Transfer Space and to be bound by each provision hereof that limits the liability of any Landlord Party, and (B) provides that if either a Landlord Party or the subtenant institutes a suit against the other for violation of or to enforce such agreement, or in connection with any matter relating to the sublease or the subtenant’s occupancy of the Contemplated Transfer Space, the prevailing party shall be entitled to all of its costs and expenses, including reasonable attorneys’ fees; (iii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment (provided that if such pre-assignment execution and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the assignment), a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iiiiv) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (ivv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (vvi) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, firm and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vivii) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.. 15

Permitted Transfers. Notwithstanding any anything to the contrary provision hereofin ------------------- this Section 17, if Tenant is an Event of Default does not in Defaultthen exist, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) may assign this Lease or sublet any portion of the Premises (hereinafter collectively referred to as a "Permitted Transfer") to (a) a parent or subsidiary of Tenant, ------------------- or an Affiliate of Tenant (other than pursuant to a merger or consolidation)entity under common control with Tenant, (b) a any successor entity to Tenant by merger way of merger, consolidation or consolidationother non-bankruptcy corporate reorganization, or (c) a successor to Tenant by purchase of an entity which acquires all or substantially all of Tenant’s assets's assets or stock (collectively, or (ii) permit "Permitted Transferees", and, ----------------------- individually, a "Permitted Transferee"), and Tenant may engage in a deemed --------------------- assignment of this Lease by means of a Change of Control to occur (a “Permitted Transfer”), as set forth in Section 17.4 above; provided that (i) at least 10 ten (10) business days before prior to the Transfer, Tenant notifies Landlord of the Transfer such Transfer, and delivers to supplies Landlord with any documents or information reasonably requested by Landlord relating theretoregarding such Transfer or Permitted Transferee, including including, but not limited to, copies of the sublease or instrument of assignment and copies of documents establishing to the reasonable documentation satisfaction of Landlord that the Transfer satisfies the requirements of transaction in question is one permitted under this Section 14.8; 17.5, (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of ControlControl or if such assumption occurs by operation of law, Tenant furnishes Landlord, at least ten (10) business days prior to the transferee is qualified to conduct business Transfer, with a written document executed by the proposed Permitted Transferee in which, in the State case of California; an assignment, such entity assumes all of Tenant's obligations under this Lease with respect to the Transfer Premises, and, in the case of a sublease, such entity agrees to sublease the Transfer Premises subject to this Lease, (viii) in the case of a Change Transfer pursuant to clause (b) above, the successor entity must have a net worth (computed in accordance with generally accepted accounting principles, except that intangible assets such as goodwill, patents, copyrights and trademarks, as well as any acquisition-related reserves, shall be excluded in the calculation ("Net Worth")) at the time of Control, (A) the Transfer that is at least --------- equal to the Net Worth of Tenant is not a closely held professional service firmimmediately prior to such Transfer, and (Biv) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the any such proposed Transfer is made for a good faith operating business purpose and not not, whether in order a single transaction or in a series of transactions, be entered into as a subterfuge to evade the requirements of obligations and restrictions relating to Transfers set forth in this Section 1417.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer (or, if prior notice of such Transfer to Landlord is not permitted by securities laws, within ten (10) business days after the effective date of the Transfer), Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment (or, if prior notice of such assignment to Landlord is not permitted by securities laws, within ten (10) business days after the effective date of the assignment), a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) permit a Change of Control to occur or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer (provided that if such pre-Transfer notice and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the Transfer), Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment (provided that if such pre-assignment execution and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the assignment), a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, firm and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) permit a Change of Control to occur or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, firm and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any anything to the contrary provision hereofcontained in this Paragraph 12, if as long as no Event of Default by Tenant has then occurred and is not in Defaultcontinuing, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) may assign this Lease or sublet any portion of the Premises (hereinafter collectively referred to as a “Permitted Transfer”) to (a) an Affiliate affiliate of Tenant (other than pursuant to a merger an entity which is controlled by, controls, or consolidationis under common control with, Tenant), (b) a any successor entity to Tenant by merger way of merger, consolidation or consolidationother non-bankruptcy corporate reorganization, or (c) a successor to Tenant by purchase of an entity which acquires all or substantially all of Tenant’s assetsassets or stock, (d) an entity acquiring and continuing Tenant’s business operations at or from the Premises, or (iie) permit an entity with whom Tenant is undertaking or will undertake a Change of Control to occur joint venture or similar joint research and development, marketing, distribution, sales or development project at the Premises (collectively, “Permitted Transferees”, and, individually, a “Permitted TransferTransferee”), ; provided that (i) at least 10 ten (10) business days before prior to the TransferTransfer (or ten (10) business days after the Transfer if prior notice of such Transfer is prevented by Applicable Laws or confidentiality restrictions), Tenant notifies Landlord of the Transfer such Transfer, and delivers to supplies Landlord with any documents or information reasonably requested by Landlord relating theretoregarding such Transfer or Permitted Transferee, including including, but not limited to, copies of the sublease or instrument of assignment and copies of documents establishing to the reasonable documentation satisfaction of Landlord that the Transfer satisfies the requirements of transaction in question is one permitted under this Section 14.8; Paragraph 12.9, (ii) at least ten (10) business days prior to the Transfer (or ten (10) business days after the Transfer if prior notice of such Transfer is prevented by Applicable Laws or confidentiality restrictions), Tenant furnishes Landlord with a written document executed by the proposed Permitted Transferee in which, in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, such entity assumes all of Tenant’s obligations hereunder; under this Lease thereafter to be performed, and, in the case of a sublease, such entity agrees to sublease the Subject Space subject to this Lease, (iii) in the case of an assignment pursuant to clause clauses (b), (c), (d), or (e) above, (A) the successor entity has must have a net worth (as determined computed in accordance with GAAPgenerally accepted accounting principles, but excluding intellectual property and any other except that intangible assets such as goodwill, patents, copyrights, and trademarks shall be excluded in the calculation (“Net Worth”)) immediately after at the time of the Transfer that is not less than Tenant’s at least equal to the Net Worth of Tenant immediately before the prior to such Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the any such proposed Transfer is made for not, whether in a good faith operating business purpose and not single transaction or in order a series of transactions, entered into as a subterfuge to evade the requirements of obligations and restrictions relating to Transfers set forth in this Section 14.Paragraph 12. “Control,” as used in this Paragraph 12.9,

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) sublease any portion of the Premises to an Affiliate of Tenant or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of a sublease, the subtenant executes and delivers to Landlord, at least 10 business days before taking occupancy, an agreement reasonably acceptable to Landlord which (A) requires the subtenant to assume all of Tenant’s release, waiver, indemnity and insurance obligations hereunder with respect to the Contemplated Transfer Space and to be bound by each provision hereof that limits the liability of any Landlord Party, and (B) provides that if either a Landlord Party or the subtenant institutes a suit against the other for violation of or to enforce such agreement, or in connection with any matter relating to the sublease or the subtenant’s occupancy of the Contemplated Transfer Space, the prevailing party shall be entitled to all of its costs and expenses, including reasonable attorneys’ fees; (iii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iiiiv) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (ivv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation)Tenant, (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant promptly notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) delivers to Landlord, in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party. “Permitted Transferee” means the transferee of any interest of Tenant pursuant to a Permitted Transfer. The provisions of subsection (A), above, shall not apply where the resulting Tenant entity’s stock is publicly traded on a nationally recognized stock exchange.

Permitted Transfers. Notwithstanding any contrary provision hereofof this Article 11 to the contrary, if Tenant Landlord will not withhold its consent to the following Transfers (a Transferee under any such Transfer is not in Default, Tenant may, without Landlord’s consent pursuant herein referred to Section 14.1, (i) assign this Lease to as a "Permitted Transferee"): (a) an Affiliate assignment of Tenant (other than pursuant this Lease to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of Transferee that purchases all or substantially all (at least eighty-five percent (85%)) of the assets of Tenant’s assets, or to a Transferee that is the resulting entity of a merger or consolidation of Tenant with another entity, or (iib) permit an assignment or subletting of all or a Change portion of Control the Premises to occur an affiliate of Tenant (a “Permitted Transfer”an entity which is controlled by, controls, or is under common control with, Tenant), ; provided that (i) no Event of Default exists at least 10 business days before the time of the Transfer, ; (ii) Tenant notifies Landlord of the Transfer and delivers to Landlord a Notice of Proposed Transfer with respect to such proposed Transfer at least thirty (30) days prior to the effective date thereof and promptly supplies Landlord with any documents or information reasonably requested by Landlord relating theretoregarding such Transfer or Transferee, including including, but not limited to, copies of the sublease or instrument of assignment, copies of documents establishing to the reasonable documentation satisfaction of Landlord that the Transfer satisfies the requirements of this Section 14.8; transaction in question is one described in clause (iia) or (b) above, and, in the case of an assignment a Transfer pursuant to clause (a) or (c) above, evidence reasonably satisfactory to Landlord of the assignee executes and delivers to Landlordproposed Transferee's Net Worth (as defined below), at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in any such Transfer shall be subject to the case provisions of an assignment pursuant Sections 11.2, 11.3 [other than Sections 11.3(a), 11.3(g) and 11.3(h)], 11.6 (except with respect to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the TransferPremium), 11.7, 11.8, 11.9 and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity11.10 hereof; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change Transfer pursuant to clause (a) above, the Transferee has a tangible net worth at the time of Controlthe Transfer (i.e., not including intangible assets in the calculation, such as goodwill, patents, copyrights, and trademarks) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the greater of (A) the Net Worth of Tenant is not a closely held professional service firmimmediately prior to such Transfer, and or (B) Tenant’s the Net Worth immediately after on the Change date of Control is not less than its Net Worth immediately before this Lease of the Change original named Tenant; (v) the Permitted Transferee shall continue to actively conduct business in the Premises in compliance with the provisions of Controlthis Lease; (vi) no such Permitted Transferee shall have the right to further assign this Lease or sublet all or any portion of the Premises without the prior written consent of Landlord in accordance with this Article 11; and (vivii) the any such proposed Transfer is made for a good faith operating business purpose and not not, whether in order a single transaction or in a series of transactions, be entered into as a subterfuge to evade the requirements of obligations and restrictions relating to Transfers set forth in this Article 11. "Control," as used in this Section 1411.11, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Permitted Transfers. Notwithstanding The provisions of Section 8.1(a) shall apply to a transfer of a majority of the voting stock of Tenant or to any contrary provision hereof, other change in voting control of Tenant (if Tenant is not a corporation), or to a transfer of a majority of the general partnership interests in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate or managerial control of Tenant (if Tenant is a partnership), or to any comparable transaction involving any other than pursuant form of business entity, whether effectuated in one (1) or more transactions, as if such transfer were an assignment of this Lease; but said provisions shall not apply to a merger transfer to a corporation into or consolidation), (b) a successor to with which Tenant by merger is merged or consolidationconsolidated, or (c) a successor to Tenant by purchase of all or which substantially all of Tenant’s assets's assets are transferred, or (ii) permit a Change of Control to occur (a “Permitted Transfer”)any corporation that controls or is controlled by Tenant, or is under common control with Tenant, provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord in any of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause such events (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity to Tenant has a net worth (as determined computed in accordance with GAAPgenerally accepted accounting principles), at least equal to the greater of (i) the net worth of Tenant immediately prior to such merger, consolidation or transfer or (ii) Tenant's Net Worth and (b) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction to the extent reasonably practicable, but excluding intellectual property and any other intangible assets in no event less than ten (“Net Worth”)10) immediately days after the Transfer that is effective date of such transaction. Tenant may assign this Lease or sublet all or some portion of the premises to a subsidiary or affiliate of Tenant or an entity controlled by or under common control with Tenant (a "Tenant's Affiliate") without the necessity of obtaining Landlord consent so long as it provides Landlord with not less than thirty (30) days prior written notice; provided, however, that Tenant shall remain liable hereunder and the provisions of Section 8.1(a) shall continue to apply to a transfer of a majority of the voting stock of Tenant or to any other change in voting control of Tenant’s Net Worth immediately before , whether effectuated in one (1) or more comparable transactions, as if such transfer were an assignment of this Lease; but the Transferprovisions of Section 8.1(a) shall not apply to a corporation into or with which Tenant is merged or consolidated, or to which substantially all of Tenant's assets are transferred, or to any corporation that controls or is controlled by Tenant, or is under common control with Tenant, provided that the conditions set forth in items (a) and (Bb) if of the preceding sentence are satisfied. The provisions of this Section 8.3 shall not restrict a transfer of the voting stock of Tenant when Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Controlcorporation, the outstanding stock of which is listed on a recognized security exchange. Any such permitted transferee is qualified shall execute and deliver to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, Landlord any and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not all documentation reasonably required by Landlord in order to evade the requirements evidence assignee's assumption of this Section 14all obligations of Tenant hereunder.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) permit a Change of Control to occur or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Permitted Transfer (provided that if such pre-Permitted Transfer notice and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the Permitted Transfer), Tenant notifies Landlord of the Permitted Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment provided that if such pre-assignment execution and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the assignment), a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, firm and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in DefaultDefault beyond any applicable notice and cure period, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease or sublet the Premises or any portion thereof to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.814.7; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunderhereunder (or, if a sublease pursuant to clause (a) or (c) above, the sublessee of a portion of the Premises or Term assumes, in full, the obligation of Tenant with respect to such portion); (iii) in the case of an assignment or sublease pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before as of the Transferdate of execution of this Lease, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) permit a Change of Control to occur or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase purchaser of this Lease and all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least within 10 business days before after the Transfer, Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation evidencing that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least within 10 business days before after the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”” ), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (iv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; and (v) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

Permitted Transfers. Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) sublease any portion of the Premises to an Affiliate of Tenant or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a merger or consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (ii) permit a Change of Control to occur assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer (provided that if such pre-Transfer notice and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the Transfer), Tenant notifies Landlord of the such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8; (ii) in the case of a sublease, the subtenant executes and delivers to Landlord, at least 10 business days before taking occupancy, an agreement reasonably acceptable to Landlord which (A) requires the subtenant to assume all of Tenant’s release, waiver, indemnity and insurance obligations hereunder with respect to the Contemplated Transfer Space and to be bound by each provision hereof that limits the liability of any Landlord Party, and (B) provides that if either a Landlord Party or the subtenant institutes a suit against the other for violation of or to enforce such agreement, or in connection with any matter relating to the sublease or the subtenant’s occupancy of the Contemplated Transfer Space, the prevailing party shall be entitled to all of its costs and expenses, including reasonable attorneys’ fees; (iii) in the case of an assignment pursuant to clause (a) or (c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignmentassignment (provided that if such pre-assignment execution and delivery are prohibited by a confidentiality agreement or by Law, then not later than the date of the Transfer), a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iiiiv) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than Tenant’s the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 5075% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (ivv) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (v) in state where the case of a Change of Control, (A) Tenant Building is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Controllocated; and (vi) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. As used herein, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.