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3. Governing Law. This Assignment has been entered into, is to be performed <br />entirely within, and shall be governed by and construed in accordance with the laws of the State <br />of California. <br />4. Further Assurances. Each party hereto covenants and agrees to perform all acts <br />and things, and to prepare, execute, and deliver such written agreements, documents, and <br />instruments as may be reasonably necessary to carry out the terms and provisions of this <br />Assignment. <br />5. Effective Date. The assignment and assumption of the DDA that are to be <br />effected by this Assignment shall be effective upon, and are expressly conditioned upon, the <br />closing of the Transactions (the "Closing "). In the event that that the Closing does not occur, <br />this Assignment shall be void ab initio and shall be of no force or effective whatsoever, <br />notwithstanding its execution by Assignor and Assignee. <br />6. Accommodation Party. Each member of Developer is a party hereto only as an <br />accommodation for purposes of assigning any rights they may have in the DDA to Assignee. <br />7. Counterparts. This Assignment may be executed in two or more original or <br />electronic counterparts, each of which shall be deemed an original, but all of which together shall <br />constitute one and the same instrument which shall be binding on the parties notwithstanding that <br />all parties may not be signatories to the same counterpart or counterparts. <br />DOC SOC/ 1496602v2/200272 -0006 <br />[SIGNATURE PAGE FOLLOWS] <br />2 <br />1 -26 <br />