Transfer; Assignment. Except as otherwise provided in [Sections 5.6, 5.7.3, 5.7.4 and 5.7.5]5]5] solely with respect to Options and except as otherwise provided below, Awards under the Plan shall not be Transferable by the Participant or exercisable by any person other than the Participant, and Awards under the Plan shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge:

Either party may transfer or assign any of its rights or obligations under the Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed; provided that [[Organization A:Organization]] may transfer or assign its rights and obligations hereunder, in whole or in part, to # without [[Organization B:Organization]]’s consent, any affiliate or branch of [[Organization A:Organization]] # that has a long-term issuer rating that is equal to or better than [[Organization A:Organization]]’s credit rating at the time of such transfer or assignment, or # whose obligations would be guaranteed by [[Organization A:Organization]] or [[Organization A:Organization]]’s ultimate parent or # with [[Organization B:Organization]]’s consent (such consent not to be unreasonably withheld or delayed) any person or any person whose obligations would be guaranteed by a person (a “Designated Transferee”), in either case under this clause (B), with a rating for its long-term, unsecured and unsubordinated indebtedness at least equivalent to [[Organization A:Organization]]’s (or its guarantor’s), provided, however, that, in the case of this clause (B), in no event shall the credit rating of the Designated Transferee or of its guarantor (whichever is higher) be lower than [[Unknown Identifier]] from Moody’s Investor Service, Inc. (or its successor) or A- from Standard and Poor’s Rating Group, Inc. (or its successor); provided further that, in the case of any transfer or assignment described in [clause (A) or (B) above], # an Event of Default, Potential Event of Default or Termination Event will not occur as result of such transfer and assignment, # [[Organization B:Organization]] will not, as a result of such transfer and assignment, receive from the transferee or assignee on any payment date or delivery date an amount or number of Shares (after taking into account any amounts payable or deliverable under [Section 2(d)(i)(4)] of the Agreement), as applicable, lower than the amount or number of Shares, as applicable, that it would have been entitled to receive in the absence of such transfer or assignment, # [[Organization B:Organization]] will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under [Section 2(d)(i)(4)] of the Agreement greater than an amount that [[Organization B:Organization]] would have been required to pay [[Organization A:Organization]] in the absence of such transfer of assignment, and # [[Organization A:Organization]] shall cause the transferee or assignee to provide [[Organization B:Organization]] with a duly completed and executed U.S. Internal Revenue Service Form W-9 or W-8 (or successor form), as applicable, and to make such Payee Tax Representations and provide such other tax documentation as may be reasonably requested by [[Organization B:Organization]] to permit [[Organization B:Organization]] to determine that events described in clauses (II) and (III) of this proviso will not occur upon or after such transfer or assignment. If at any time at which # the Equity Percentage exceeds 9.0% or # [[Organization A:Organization]], [[Organization A:Organization]] Group (as defined below) or any person whose ownership position would be aggregated with that of [[Organization A:Organization]] or [[Organization A:Organization]] Group ([[Organization A:Organization]], [[Organization A:Organization]] Group or any such person, a “[[Organization A:Organization]] Person”) under Section 203 of the Delaware General Corporation Law or other federal, state or local law, rule, regulation or regulatory order or organizational documents or contracts of [[Organization B:Organization]] applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to # the number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state or federal regulator, but excluding reporting obligations arising under Section 13 of the Exchange Act as in effect on the Trade Date) of a [[Organization A:Organization]] Person under Applicable Restrictions and with

Transfer and Assignment. The rights and obligations of an Executive under this Plan may not be transferred or assigned without the prior written consent of the Company. This Plan shall be binding upon any person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder.

Dealer may transfer or assign its rights and obligations hereunder and under the Agreement (“Transfer”), in whole or in part, to any of its Affiliates that have a credit rating that is not lower than the credit rating of Dealer immediately prior to the proposed time of such Transfer (or whose obligations are guaranteed by an entity of equivalent credit quality) without the consent of Issuer. Dealer will provide prompt written notice of any such transfer to Issuer.

No Transfer or Assignment. No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.

Restrictions on Transfer; Assignment. Holder may not transfer or assign all or any part of this Note; except that if Holder is an individual, Holder may transfer this Note or part thereof upon prior written notice to the Company either during the Holder’s lifetime or on death by will or intestacy to the Holder’s immediate family or to a trust, the beneficiaries of which are exclusively Holder and/or a member or members of the Holder’s immediate family. This Note may only be transferred in compliance with applicable state and federal laws. All rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, and administrators of the parties.

Prohibited Acts. ​ shall not:

Prohibited Acts. The Tenant and the Tenant’s household members, invitees, and guests may not:

Prohibited Uses. Tenant further covenants and agrees that Tenant shall not use or permit any person or persons to use, the Premises or any part thereof for any use or purpose in violation of the laws of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project) including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect. Landlord shall have the right to impose reasonable, nondiscriminatory and customary rules and regulations regarding the use of the Project that do not unreasonably interfere with Tenant’s use of the Premises, as reasonably deemed necessary by Landlord with respect to the orderly operation of the Project, and Tenant shall comply with such reasonable rules and regulations. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for any improper, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall comply with, and Tenant's rights and obligations under the Lease and Tenant's use of the Premises shall be subject and subordinate to, all recorded easements, covenants, conditions, and restrictions now or hereafter affecting the Project, so long as the same do not unreasonably interfere with Tenant’s use of the Premises or parking rights or materially increase Tenant’s obligations or decrease Tenant’s rights under this Lease.

Prohibited Conduct. In consideration of the grant by the Company of the PBRSUs and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company, intending to be legally bound, agree to the provisions regarding “Prohibited Conduct” set forth on Annex A to this Agreement. Annex A to this Agreement is part of this Agreement.