Limitation. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have no liability or responsibility for Hazardous Materials: # in existence or located on or within the Premises, the Building or the Project as of the date of delivery of the Premises to Tenant; # which migrate thereto through air, water, or soil through no fault of Tenant, its agents, employees, contractors, invitees or guests; # which result from Landlord's or another tenant's acts or omissions; or # which occur on any portion of Landlord's property not occupied by Tenant, unless caused by Tenant or Tenant’s Parties.

Limitation. Notwithstanding anything to the contrary in this Agreement, # the maximum aggregate number of Conversion Shares issuable to all Conversion Right Holders on conversion of any and all Associated Debt hereunder shall not exceed the Primary Conversion Limit, and # on any Voluntary or Mandatory Conversion hereunder in which SVB Financial Group is a participating Conversion Right Holder, the maximum aggregate number of Conversion Shares issuable to SVB Financial Group on conversion of its Associated Debt (“SVBFG Conversion Shares”), when added to all other shares of Common Stock then owned or held by SVB Financial Group beneficially and/or of record (“SVBFG Other Shares”), shall not exceed the Secondary Conversion Limit. All Associated Debt whose conversion would result in such Conversion Shares exceeding the Primary Conversion Limit and/or such SVBFG Conversion Shares plus such SVBFG Other Shares exceeding the Secondary Conversion Limit shall not be converted but shall remain outstanding indebtedness hereunder unless and until converted by a Conversion Right Holder in accordance with this [Section 1.2] (and subject to this [Section 1.2(f)]). The Conversion Right Holders will promptly confirm to Issuer the aggregate number of SVBFG Other Shares # on the date that any Conversion Rights Holder delivers to the Issuer a Conversion Notice in the case of a Voluntary Conversion, # on the date of the Price Event in the case of a Mandatory Conversion, and (iii ) upon Issuer’s written request.

Limitation. The amendments set forth in this Amendment shall be limited precisely as written and shall not be deemed # to be a waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which Agent and/or Lender may now have or may have in the future under or in connection with the Loan Agreement (as amended hereby) or any instrument or agreement referred to therein; or # to be a consent to any future amendment or modification or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof. Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect.

Limitation.The Administrative Agent agrees to restrict the enforcement of the guarantee or any indemnity granted by each German Loan Party pursuant to this Agreement and any joint and several liability assumed hereunder (together, the “Security”) if and to the extent that # such Security secures any liabilities of such German Loan Party’s direct or indirect shareholder(s) (upstream) or any entity affiliated to such shareholder (verbundenes Unternehmen) within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (cross-stream) (other than the liabilities of any of such German Loan Party’s Subsidiaries and, for the avoidance of doubt, such German Loan Party’s own liabilities) and # the enforcement of such Security would cause the amount of such German Loan Party’s net assets (Reinvermögen), as adjusted pursuant to the following provisions, to fall below the amount of its registered share capital (Stammkapital) (Begründung einer Unterbilanz) or to increase any already existing capital impairment (Vertiefung einer Unterbilanz) in violation of Sections 30 and 31 of the German Limited Liability Company Act (GmbHG), (each such event is hereinafter referred to as a “Capital Impairment”). For the purposes of the calculation of a Capital Impairment for any German Loan Party, the following balance sheet items shall be adjusted as follows: # the amount of any increase of such German Loan Party’s registered share capital after the date of this Agreement that has been effected without prior written consent of the Administrative Agent shall be deducted from such German Loan Party’s registered share capital; # loans provided to such German Loan Party shall be disregarded if and to the extent such loans are subordinated or are considered subordinated by operation of law and such loans are not shown in the balance sheet as liability of the German Loan Party; # loans or other contractual liabilities incurred in violation of the provisions of the Loan Documents shall be disregarded; # non-distributable assets (§ 268 # of the German Commercial Code) shall be disregarded (i.e. deducted); and # the net assets shall take into account the costs of the Auditor’s Determination (as defined below) either as a reduction of assets or an increase of liabilities.

Limitation. Unless otherwise provided in the applicable Award Agreement, a Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: # the Performance Goals for such period are achieved; and # all or some portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.

The foregoing notwithstanding, the total of the payments made to Executive pursuant to [Sections 3.3 and 3.5] shall be reduced to the extent that the payment of such amount would cause Executive’s total termination benefits (as determined by the Company’s tax advisor) to constitute an “excess” parachute payment under Section 280G of the Code and thereby subject Executive to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing reduction exceeds the value of the termination benefits calculated without the such reduction. Any such reduction shall be reduce the cash payments otherwise to be made to Executive in reverse chronological order.

Limitation. Notwithstanding any other provision of this Agreement, no benefit will be payable under this Agreement if Employee's death occurs under circumstances such that the policy on the life of Employee described in Section 5 does not pay a full death benefit, for example, in the case of suicide or other circumstances.

Transfer. Subject to Executive’s compliance with the terms of the Agreement and this Amendment, effective as of 12:01 a.m. Pacific time on January 1, 2020 (the “Effective Time”): # Company shall transfer to Executive or an entity designated by Executive (in either case, “Buyer”), and Executive shall cause Buyer to accept, all of the assets of Company listed on [Exhibit A] hereto and no others (the “Assets”), free and clear of all liens; and # Executive may choose, in his sole discretion, to accept assignment from the Company of any of the liabilities and obligations of the Company listed on [Exhibit B] hereto and no others (the “Potentially Assumed Liabilities”) by providing written notice to the Company on or by 5:00 p.m. on November 29, 2019 of those liabilities and obligations of the Company to be assumed by Executive. For clarity, the Surviving Provisions shall continue in full force and effect after the Effective Time.

Transfer. Any shares of Stock underlying the Performance Share Award that are delivered pursuant to Section 2 may be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the Company, applicable federal and state securities laws or any other applicable laws or regulations and the terms and conditions hereof. This award itself shall not be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part.

Transfer. The Association membership held by any Owner of a Lot shall not be transferred, pledged or alienated in any way, except upon the sale or encumbrance of such Owner's Lot, and then only to the purchaser or Mortgagee of such Lot. Any attempt to make a prohibited transfer is void, and will not be reflected upon the books and records of the Association. A Class A Member (as defined below) who has sold such Member's Lot to a contract purchaser under an agreement to purchase shall be entitled to delegate to such contract purchaser his membership rights in the Association. Such delegation shall be in writing and shall be delivered to the Board before such contract purchaser may vote. The contract seller shall be liable for all charges and assessments which are assessed against his Lot up to the date on which fee title to the Lot sold is transferred. If the Owner of any Lot should fail or refuse to transfer the membership registered in his name to the purchaser of such Lot upon transfer of fee title thereto, the Board of Directors shall have the right to record the transfer upon the books of the Association. Until satisfactory evidence of such transfer has been presented to the Board, the purchaser shall not be entitled to cast the votes attributable to such Lot at meetings of the Association. The Association may levy a reasonable transfer fee against such purchaser (which fee shall be added to the Annual Assessment chargeable to such new Owner) to reimburse the Association for the administrative cost of transferring the membership to the new Owner on the records of the Association.