Common use of Condition of Sublease Premises Clause in Contracts

Condition of Sublease Premises. Subtenant acknowledges that it is subleasing the Sublease Premises “AS IS” and to the best of Sublandlord’s information and belief, the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement Date.

Condition of Sublease Premises. Subtenant acknowledges that it is subleasing Sublessee accepts the Sublease Premises in its present “AS ISas-is” condition, provided, however, Sublessor hereby represents and warrants to Sublessee that (a) the Master Lease is in full force and effect, and neither Sublessor or Master Lessor are in breach or default thereunder; (b) Sublessor is not aware of any encumbrances, liens, agreements, or covenants in effect that would materially or unreasonably limit Sublessee’s rights hereunder; (c) to the best actual knowledge of Sublandlord’s information Xxx Xxxxxxxxxx, the Vice President of Finance of Sublessor, without any duty to investigate, Sublessor is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Subleased Premises or the Building, and belief(d) to the actual knowledge of Xxx Xxxxxxxxxx, the Vice President of Finance of Sublessor, without any duty to investigate, Sublessor is unaware of any existing violations at the Building of any Hazardous Materials Laws (as defined in the Master Lease). Subject to the foregoing representations and warranties by Sublessor, Sublessee shall be deemed to have agreed by accepting occupancy that the Sublease Premises is are in good repair order, condition and working orderrepair. Subtenant acknowledges that it has had access With the exception of the items Sublessor is obligated to maintain pursuant to Section 15 below, Sublessee, at Sublessee’s own expense, shall keep the interior of the Sublease Premises prior in good order, condition, and repair, including all fixtures and equipment installed by Sublessee, ordinary wear and tear and damage caused by casualty or condemnation excepted. a. Sublessee shall not be responsible for maintenance and repair of plumbing, mechanical, windows, doors, HVAC or any items for which Sublessor is responsible pursuant to Section 15 hereof, unless such maintenance and repairs are necessitated due to the Sublease Commencement Date negligence or willful misconduct of Sublessee. b. In the event Sublessor does not promptly maintain or make repairs pursuant to Section 15 hereof and the opportunity failure to inspect the Sublease Premises to make its own determination regarding the present condition perform such maintenance and/or repairs will materially or unreasonablely limit Sublessee’s use of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited and Sublessor has failed to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about commence and diligently pursue the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) maintenance and/or repairs within ten (10) business days of after receipt of Subtenant’s request written notice from Sublessee identifying the necessary maintenance and/or repairs required to be made pursuant to Section 15, Sublesee may arrange for removal such maintenance or repairs and charge Sublessor the actual cost of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant repairs, which amounts shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord paid to Sublessee within thirty (30) days after delivery of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consentan invoice to Sublessor. In the event that Subtenant does such amounts are not exercise time timely paid by Sublessor, Sublessor shall pay interest on such amounts at the early termination option rate of ten percent (10%) per annum from the date such amount was due until such time as the payment is made to Sublessee, and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date Sublessee may deduct such invoiced amounts from Base Rent and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with amounts due to Sublessor under this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement Date.

Condition of Sublease Premises. (a) In entering into this Sublease, Subtenant acknowledges that it is subleasing that, except as expressly set forth in this Sublease, Subtenant has not relied upon or been induced by any statements or representations of Sublandlord or any other parties or persons with respect to the physical condition of the Sublease Premises or with respect to any other matter affecting the Sublease Premises, that might be pertinent in considering the leasing of the Sublease Premises or the execution of this Sublease. Subtenant has, on the contrary and except as expressly set forth in this Sublease, relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or have made on its behalf. Upon taking possession of the Sublease Premises, Subtenant shall be deemed to have accepted the Sublease Premises in its then “AS ISas-is” “where-is” condition, except for Sublandlord’s remediation obligations set forth in Paragraph 3 of this Sublease. (b) Sublandlord represents and warrants that: (i) to the best of Sublandlord’s information and beliefits knowledge, as of the Sublease Commencement Date, the Sublease Premises is in good repair complies with all laws, codes, ordinances and working order. Subtenant acknowledges that it has had access other governmental requirements then applicable to the Sublease Premises and (ii) to the best of its knowledge, as of the Sublease Commencement Date, there are no material defects in the Sublease Premises which would unreasonably interfere with Subtenant’s use and enjoyment of the Sublease Premises. (c) By taking possession of the Sublease Premises, Subtenant shall conclusively evidence that the Sublease Premises are fully completed and are suitable for Subtenant’s purposes, that the Building and the Sublease Premises are in good and satisfactory condition, and that Subtenant waives any defect therein. (d) Sublandlord shall complete an Exit Assessment as described in Section 14.8 of the Master Lease and shall obtain any required regulatory certification of the Sublease Premises at least five (5) days prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. AccordinglyDate, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord unless waived in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of by Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement Date.

Condition of Sublease Premises. Subtenant acknowledges that it is subleasing the Sublease Premises “AS IS” and to the best of Sublandlord’s information and belief, the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to On the Sublease Commencement Date (as hereinafter defined), provided Subtenant is not in breach of the provisions hereof, Sublandlord shall deliver the Sublease Premises, and Subtenant agrees to accept the opportunity Sublease Premises, in its “as is” condition as exists as of such date. Sublandlord shall not be obligated to inspect alter, repair or perform any work or furnish any materials on or about the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, order to prepare the Sublease Premises for Subtenant’s occupancyuse or occupancy or otherwise. Sublandlord has provided Subtenant an inventory of Notwithstanding anything to the furniturecontrary contained herein, fixtures but subject to emergencies, force majeure, casualty or circumstances beyond Sublandlord’s control, Sublandlord, at its sole cost and equipment (“FF&E”) in expense, shall use commercially reasonable efforts to substantially complete within 20 weeks after the Sublease Premises. Not later than Commencement Date the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of following work: (i) install a firewall to separate the Sublease Commencement DatePremises from the Remaining Premises (as defined herein); or (ii) ten install handicap parking spaces (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on in such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair number and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without location as reasonably determined by Sublandlord’s prior written consent. In the event architect); provided however, that Subtenant does not exercise the early termination option Sublandlord have unfettered access in and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without restriction in order to perform any work as may be necessary or required in Sublandlord’s and Landlord’s consent as required by the Master Lease and this Subleasedetermination in connection with such work. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole All costs and expense; expenses incurred by Sublandlord in connection with such work (ii) be subject other than the actual costs to install the approval firewall), but including but not limited to, all architect, engineering, contractors and consent of the Sublandlord other professionals’ fees and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Leaseexpenses, and any permits, licenses or approval fees and charges, other professional shall be included in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and Operating Expenses (as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement Datesuch term is defined herein).

Condition of Sublease Premises. (a) In entering into this Sublease, Subtenant acknowledges that it is subleasing that, except as expressly set forth in this Sublease, Subtenant has not relied upon or been induced by any statements or representations of Sublandlord or any other parties or persons with respect to the physical condition of the Sublease Premises or with respect to any other matter affecting the Sublease Premises, that might be pertinent in considering the leasing of the Sublease Premises or the execution of this Sublease. Subtenant has, on the contrary and except as expressly set forth in this Sublease, relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or have made on its behalf. Upon taking possession of the Sublease Premises, Subtenant shall be deemed to have accepted the Sublease Premises in its then “AS ISas-is” “where-is” condition. (b) Sublandlord represents and warrants that: (i) to the best of Sublandlord’s information and beliefits knowledge, as of the Sublease Commencement Date, the Sublease Premises is complies with all laws, codes, ordinances and other governmental requirements then applicable to the Sublease Premises and (ii) to the best of its knowledge, as of the Sublease Commencement Date, there are no material defects in the Sublease Premises which would unreasonably interfere with Subtenant’s use and enjoyment of the Sublease Premises. (c) By taking possession of the Sublease Premises, Subtenant shall conclusively evidence that the Sublease Premises are fully completed and are suitable for Subtenant’s purposes, that the Building and the Sublease Premises are in good repair and working order. satisfactory condition, and that Subtenant acknowledges that it has had waives any defect therein. (d) Sublandlord shall complete an Exit Assessment as described in Section 14.8 of the Master Lease and shall obtain any required regulatory certification of the Sublease Premises at least five (5) days prior to the Sublease Commencement Date, unless waived in writing by Subtenant. (e) Subject to the terms and conditions of this Paragraph 3(e), Sublandlord and its agents, employees and contractors shall be afforded full access to the Sublease Premises prior to during normal business hours for the Sublease Commencement Date and purpose of removing the opportunity to inspect Cesium 137 Irradiator (the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&EIrradiator”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed and removing any Hazardous Materials from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before caused by the Irradiator. Sublandlord shall remove the Irradiator and such Hazardous Materials by July 31, 2007. Sublandlord shall hold harmless, defend and indemnify Subtenant from all liability, costs (including reasonable attorneys’ fees), damage and claims arising from any bodily injury, property damage or mechanics’ lien claims directly and solely resulting from entry and activities on the Sublease Commencement DatePremises by Sublandlord, its agents, employees and contractors arising from the Irradiator and the existence and removal of Hazardous Materials caused by the Irradiator. Notwithstanding the foregoing, Sublandlord shall not be liable to Subtenant, nor shall Sublandlord have any obligation to hold harmless, defend or indemnify Subtenant from any liability, costs, damage or claims which are related to Subtenant’s gross negligence or willful misconduct.

Condition of Sublease Premises. 13.1 Except as provided in Sections 13.2 and 13.3 below, Sublandlord shall deliver, and Subtenant shall accept, possession of the Subleased Premises in their "AS IS" condition as the Subleased Premises exists on the date hereof. Sublandlord shall have no obligation to furnish, render or supply any work, labor, services, materials, furniture, fixtures, equipment, decorations or other items to make the Subleased Premises ready or suitable for Subtenant's occupancy, except as expressly provided herein. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not relied on any representation or warranty concerning the Subleased Premises or the Building, except as expressly set forth in this Sublease. Subtenant acknowledges that it is subleasing Sublandlord has afforded Subtenant the Sublease opportunity for full and complete investigations, examinations and inspections of the Subleased Premises “AS IS” and to the best common areas of Sublandlord’s information and belief, the Sublease Premises is in good repair and working orderBuilding. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Subleased Premises except as permitted by the provisions of this Sublease and the Master Lease and that upon termination of this Sublease, Subtenant shall deliver the Subleased Premises without Sublandlord’s and Landlord’s consent as to Sublandlord in the condition required by the terms of the Master Lease and this Sublease. Any improvements constructed . 13.2 Sublandlord is in the process of separately demising the Subleased Premises, and Sublandlord agrees to finish installing the demising walls prior to the Sublease Premises by Commencement Date, at Sublandlord's cost. Subtenant in accordance with this Sublease shall (i) be solely responsible for the interior finishes of the walls, at Subtenant’s sole 's cost. 13.3 Sublandlord shall provide to Subtenant an allowance equal to Two Hundred Forty-Six Thousand Eight Hundred Thirty-Five and no/100 Dollars ($246,835) (i.e. five dollars ($5.00) per rentable square foot of the Subleased Premises) (the "Allowance") to cover moving costs and expense; (ii) the cost of additional improvements, provided that the installation of any improvements to the Subleased Premises shall be subject to the approval and consent terms of the Sublandlord and Landlord pursuant this Sublease. The Allowance shall be paid (A) to the Master Lease and this Sublease; extent it is used as reimbursement for moving expenses in connection with Subtenant's move to the Subleased Premises, within thirty (iii30) be subject days after Sublandlord receives copies of invoices or receipts for such moving expenses, and/or (B) to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord extent it is used as reimbursement or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an payment for tenant improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date costs in the condition required by this Sublease Subleased Premises, within thirty (30) days after Sublandlord receives invoices and in accordance conditional lien releases for the tenant improvement work to the Subleased Premises (and final lien releases for any work that was paid with the terms of the Master Leasea previous advance), and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage any other item reasonably requested by Landlord or Sublandlord excepted, and as set forth in Article 15 of to ensure that the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement Date.work complies with this

Condition of Sublease Premises. (a) In entering into this Sublease, Subtenant acknowledges that it is subleasing that, except as expressly set forth in this Sublease, Subtenant has not relied upon or been induced by any statements or representations of Sublandlord or any other parties or persons with respect to the physical condition of the Sublease Premises or with respect to any other matter affecting the Sublease Premises, that might be pertinent in considering the leasing of the Sublease Premises or the execution of this Sublease. Subtenant has, on the contrary and except as expressly set forth in this Sublease, relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or have made on its behalf. Upon taking possession of any portion of the Sublease Premises, Subtenant shall be deemed to have accepted such portion of the Sublease Premises in its then “AS ISas-is” “where-is” condition, except for Sublandlord’s remediation obligations set forth in Paragraph 3 of this Sublease. (b) Sublandlord represents and warrants that, to the best of Sublandlord’s information and beliefits knowledge, the Sublease Premises is in good repair presently complies with all laws, codes, ordinances and working order. Subtenant acknowledges that it has had access other governmental requirements applicable to the Sublease Premises. Sublandlord is not presently aware of any reason why, upon the occurrence of the Sublease Commencement Date, the Sublease Premises prior will not continue to comply with all laws, codes, ordinances and other governmental requirements then applicable to the Sublease Commencement Date and the opportunity to inspect Premises. Further, Sublandlord is not presently aware of any material defects in the Sublease Premises to make its own determination regarding which will unreasonably interfere with the present condition normal use and enjoyment of the Sublease Premises by any occupant thereof. (c) By taking possession of any portion of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects Subtenant shall conclusively evidence that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside such portion of the Sublease Premises are fully completed and consequentlyare suitable for Subtenant’s purposes, except as expressly provided in this Article 19, makes no representation or warranty regarding that such areas. Sublandlord is not obligated to perform any work portion of improvement, including repainting, to prepare the Building and such portion of the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furnitureare in good and satisfactory condition, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar waives any defect therein. ($1.00). If Subtenant elects not to purchase the FF&E, d) Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, complete an Exit Assessment as may be described in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request Section 14.8 of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to shall obtain any required regulatory certification of the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to promptly following the approval and consent expiration or earlier termination of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sirion Sublease Term (but in any event no later than October 1, 2009, unless Sublandlord or Landlord otherwise instructs Subtenant waived in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement DateSubtenant.

Condition of Sublease Premises. (a) Except as expressly set forth herein, Subtenant acknowledges agrees that it is subleasing (i) Sublandlord has made no representations or warranties of any kind or nature whatsoever respecting the Sublease Premises, their condition or suitability for Subtenant’s use; and (ii) Subtenant agrees to accept the Sublease Premises “AS ISas is, where is,” and with all faults, without any obligation on the part of Sublandlord to the best of Sublandlord’s information and beliefmodify, the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation improve or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to otherwise prepare the Sublease Premises for Subtenant’s occupancy. To the knowledge of Sublandlord’s manager of facilities, all structural elements of the Sublease Premises and all piping, and wiring above the ceilings or otherwise intruding into the Sublease Premises that are servicing other tenants are operating in a good and workmanlike manner and are in material compliance with all applicable statutes, ordinances and regulations. (b) Sublandlord has provided Subtenant not made an inventory independent investigation of the furniturePremises or determination with respect to the physical and environmental condition of the Premises including, fixtures and equipment without limitation, the existence of any underground tanks, pumps, piping, toxic or hazardous substances on the Premises. No investigation has been made by Sublandlord to ensure compliance with the “Americans With Disabilities Act” (“FF&EADA”) in ). ADA may require a variety of changes to the Sublease Premises, including potential removal of barriers to access by disabled persons and provision of auxiliary aids and services for hearing, vision or speech impaired persons. Not later than Subtenant shall rely solely on its own investigations and/or that of a licensed professional specializing in the date areas referenced in this Section º8. Notwithstanding the foregoing, Sublandlord represents and warrants that (i) its corporate counsel has not received any notice from a governmental authority indicating that the Sublease Premises are in violation of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from any law pertaining to the Sublease Premises; Sublandlord will remove those items on or before the later of and (iii) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that Premises are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iiiany enforcement or correction order(s) be subject to removal issued by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement Dategovernmental authority.

Condition of Sublease Premises. (a) Except for the Improvement Loan set forth in subsection (c) below and as otherwise expressly set forth in this Sublease, Subtenant acknowledges agrees that it is subleasing (i) Sublandlord has made no representations or warranties of any kind or nature whatsoever respecting the Sublease Premises, their condition or suitability for Subtenant’s use; and (ii) Subtenant agrees to accept the Sublease Premises “AS ISas is, where is,” and with all faults, without any obligation on the part of Sublandlord to the best of Sublandlord’s information and beliefmodify, the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation improve or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to otherwise prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has shall provide Subtenant with the benefit of all warranties held by Sublandlord or provided Subtenant an inventory by the Master Lease in connection with the construction of the furniture, fixtures and equipment (“FF&E”) in Building which are applicable to the Sublease Premises. Not later than Notwithstanding the date foregoing, Sublandlord covenants and agrees to demise the Sublease Premises from the remainder of full execution the Premises prior to the Commencement Date and to deliver the Sublease Premises to Subtenant with all Building systems in good working order. (b) Sublandlord has not made an independent investigation of this Sublease,the Premises or determination with respect to the physical and environmental condition of the Premises including without limitation the existence of any underground tanks, pumps, piping, toxic or hazardous substances on the Premises. Notwithstanding the foregoing, if reasonably requested by Subtenant, Sublandlord, at its sole cost and expense, will cause a Phase I environmental assessment to be performed and delivered to Subtenant will advise prior to the Commencement Date. Throughout the Term, Sublandlord in writing which items shall be responsible, at its expense, for ensuring that the exterior of FF & E Subtenant would like removed from the Building and the common areas of the Premises comply with the “American With Disabilities Act” (“ADA”). However, no investigation has been made by Sublandlord to ensure compliance of the Sublease Premises with ADA. ADA may require a variety of changes to the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for , including potential removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory barriers to Subtenant access by disabled persons and provision of auxiliary aids and services for one dollar ($1.00) per year hearing, vision or speech impaired persons. Subtenant shall rely solely on its own investigations and/or that of a licensed professional specializing in the areas referenced in this Section 7(b), and shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E ensuring that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises comply with ADA. (other than for repair or maintenancec) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option Subtenant, at its sole cost and is not in Default under the Master Lease or Sublease as of December 1expense, 2019, Sublandlord will sell Subtenant shall construct all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining improvements in the Sublease Premises throughout required by Subtenant for operation of its business therein (the “Subtenant Improvements”), subject to all requirements of this Sublease Term and will assume the applicable monthly service and maintenance chargesMaster Lease, including including, without limitation, obtaining Sublandlord’s security systemand Master Landlord’s approval of plans and specifications therefor. Sublandlord’s consent shall not be unreasonably withheld or delayed. If Master Landlord approves of Subtenant’s contractor and architect, CCTV system and card reader systemSublandlord’s consent thereto shall not be required. Upon request If Master Landlord requires the Subtenant Improvements or any subsequent improvements to be removed at the expiration or earlier termination of Sublandlordthis Sublease, Subtenant will furnish evidence shall comply with all such requirements, whether imposed upon granting of such policies for service consent or thereafter, as provided in the Master Lease. If Master Landlord does not so require the Subtenant to remove the Subtenant Improvements or any subsequent improvements, Subtenant shall not be required to remove the Subtenant Improvements and maintenance of other information related to such FF&E as may be requested by Sublandlord. all subsequent improvements, except that if Sublandlord notifies Subtenant acknowledges and agrees in writing that Subtenant is required to remove any of improvements, Subtenant shall have such removal obligation as to such improvements and shall restore the Sublease Premises to their condition existing as of the date hereof, reasonable wear and tear excepted; provided that if Subtenant exercises the extension option set forth in Section 2(b) above, then Subtenant shall not entitled have such removal obligation as to receive any of the improvements. (d) To the extent Subtenant incurs construction costs for the Subtenant Improvements in excess of Two Hundred Fifty Thousand Dollars ($250,000), Sublandlord hereby agrees to loan to Subtenant (“Improvement Loan”) a tenant improvement allowance maximum of an Two Hundred Fifty Thousand Dollars ($250,000) (“Cap”), which Improvement Loan shall be (i) used solely to reimburse Subtenant, up to the Cap, for actual “hard” costs (i.e., materials and labor as opposed to costs of consultants and other “soft” costs) incurred for the construction of the Subtenant Improvements which are in excess of the initial Two Hundred Fifty Thousand Dollars ($250,000) incurred by Subtenant for the Subtenant Improvements (which initial costs shall first be paid by Subtenant), and (ii) disbursed in accordance with the provisions of Exhibit D. The Improvement Loan shall be repaid by Subtenant to Sublandlord in equal monthly installments (“Improvement Loan Payments”) in an amount that would fully amortize the Improvement Loan over an amortization period of eighty-four (84) months commencing on the Commencement Date, with interest from the date of expenditure on the outstanding principal balance, computed at the rate equal to the lesser of seven percent (7%) per annum or any other allowance from Sublandlord or Landlord in connection the maximum rate permitted by law. The Improvement Loan Payments shall be due and payable on the first day of each month along with the payments of Rent payable under this Sublease. The obligation of Subtenant to pay the Improvement Loan Payments is separately enforceable by Sublandlord and shall survive (but shall be repayable in full, including all outstanding principal and accrued and unpaid interest, upon) the expiration or earlier termination of this Sublease and, because such obligation is intended to be a loan, is not authorized subject to make or do any alterations or improvements in or mitigation of the amount due. Sublandlord will use good faith and diligent efforts to the Sublease Premises without Sublandlord’s and obtain Master Landlord’s consent as required by to the Master Lease and this SubleaseSubtenant Improvements. Any Sublandlord agrees that it will not charge a supervision fee for its own review of the Subtenant Improvements or other improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of acknowledges that Master Landlord may impose a supervision fee under the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage which fee shall be paid by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement DateSubtenant.

Condition of Sublease Premises. Sublandlord and Subtenant acknowledges acknowledge and agree that it Subtenant is subleasing leasing and does hereby accept the Sublease Premises in their clean, broom-swept and otherwise “AS IS” and condition on the Commencement Date with the Furniture in place. Sublandlord shall have no obligation to the best of Sublandlord’s information and belief, the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access perform any work to the Sublease Premises prior or to any part of the Sublease Commencement Date and the opportunity Building or to inspect prepare the Sublease Premises to make its own determination regarding the present condition of the Sublease Premisesfor occupancy by Subtenant. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work the condition of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of or the furniture, fixtures and equipment (“FF&E”) in Building or title to the Sublease Premises, except as expressly set forth herein and that Sublandlord is the tenant under the Master Lease as of the Commencement Date. Not later In making and executing this Sublease, Subtenant has not relied upon or been induced by any statements or representations of any persons, other than those, if any, set forth expressly in this Sublease in respect of the date physical condition of full the Sublease Premises or the Building or of any other matter affecting the Sublease Premises or this transaction which might be pertinent in considering the leasing of said Sublease Premises or the execution of this Sublease,. Subtenant has, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from on the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items contrary, relied solely on such inventory representations, if any, as are expressly made herein and on such investigations, examinations and inspections as Subtenant has chosen to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premisesmake or have made. Subtenant will promptly notify acknowledges that Sublandlord has afforded Subtenant the opportunity for full and complete investigations, examinations, and inspections, including without limitation of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In and the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement DateBuilding.

Condition of Sublease Premises. Subtenant acknowledges that it is subleasing the Sublease Premises “AS IS” and to the best of Sublandlord’s information and belief, the Sublease Premises is in good repair and working order. (i) Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside of inspected the Sublease Premises and consequentlyall the equipment, except apparatus, plumbing, heating, air conditioning, electric, water, waste disposal and other systems relating thereto and the parking lot and the other Common Area of the Property, engaged such professionals and inspectors as expressly provided Subtenant deems prudent with respect to the same, and reviewed and approved the reports prepared by such professionals and inspectors. Consequently, Subtenant accepts the Sublease Premises and all the equipment, apparatus, plumbing, heating, air conditioning, electric, water, waste disposal and other systems relating thereto and the parking lot and the other Common Area of the Property in this Article 19their “AS IS, makes WITH ALL FAULTS” condition existing as of the Sublease Effective Date, but subject to Sublandlord’s provision of the Sublandlord Improvements as defined in subsection 9(a)(ii), below. Except to the extent set forth in subsection 9(a)(ii), below, Sublandlord shall have no representation or warranty regarding such areas. Sublandlord is not obligated obligation to perform any alterations, work of improvementor repairs (including, including repaintingwithout limitation, any electrical work or other work necessary to make the Sublease Premises comply with any Applicable Laws (hereafter defined)) or pay any sums to Subtenant or any other party in order to prepare the Sublease Premises for Subtenant’s occupancyoccupancy thereof. Sublandlord has provided Subtenant an inventory acknowledges that no representations with respect to the condition of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises, or with respect to the condition of any fixtures, equipment, furnishings, installations, or systems therein contained or otherwise connected thereto, have been made to Subtenant by Sublandlord or any other party. Not later than the date of full execution of this Sublease,Further, Subtenant accepts and approves the manner in which Prime Landlord has maintained and repaired the Sublease Premises and Common Area of the Property as of the Sublease Effective Date. (ii) Using a contractor or contractors selected by Sublandlord, in its sole discretion, Sublandlord will advise at its cost (but Sublandlord in writing which items may receive from Prime Landlord an allowance to reimburse such cost) provide a “finish out” of FF & E Subtenant would like removed from the Sublease Premises; , consisting of painting and cabling (the “Sublandlord Improvements”). It is anticipated that the Sublandlord Improvements will remove those items on be described in a plan or before plans prepared by a design professional selected by Sublandlord in its sole discretion, and such plan or plans, if any, will constitute the later maximum extent of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consentImprovements. In the event that Subtenant shall be entitled to possession of the Sublease Premises during any period in which Sublandlord is constructing the Sublandlord Improvements pursuant to this subsection, Subtenant shall not interfere with Sublandlord’s completion of the Sublandlord Improvements. Notwithstanding anything contained herein to the contrary, in the event that Sublandlord does not exercise substantially complete the early termination option and is not in Default under Sublandlord Improvements on or before the Master Lease or Sublease as Commencement Date, the Commencement Date shall be extended by the number of December 1days following the Commencement Date until the date of substantial completion of the Sublandlord Improvements. For purposes hereof, 2019, the Sublandlord will sell Subtenant all FF&E Improvements shall be deemed to be substantially completed upon the issuance by the Town of Addison of a certificate of occupancy for the sum Sublease Premises (whether a temporary certificate of an additional dollar ($1.00occupancy or a permanent certificate of occupancy). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on By opening for business in the Sublease Expiration Date and repair all damage Premises, Tenant shall be deemed to have: (a) accepted the Sublease Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant in their “AS IS and IS, WITH ALL FAULTS” with no warranties other than any manufacturers warrantiescondition existing as of the Commencement Date, as may and (b) agreed that the obligations of Landlord to provide the Sublandlord Improvements have been fully performed. Except for the Sublandlord Improvements, Sublandlord not be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related obligated to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance complete or otherwise provide any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in work for or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement DatePremises.

Condition of Sublease Premises. Sub-Sublandlord warrants that all Building operating systems serving the Sublease Premises, including but not limited to all electrical, HVAC, plumbing and any other Building operating systems, shall be in good operating order and repair on the Sub-Sublease Commencement Date. In the event Sub-Subtenant determines that Sub-Sublandlord has not delivered the Sublease Premises to Sub-Subtenant in the condition required by the previous sentence, Sub-Subtenant shall have a thirty (30)- day period after the Sub-Sublease Commencement Date to notify Sub-Sublandlord in writing of those items or systems requiring repair, and Sub-Sublandlord shall have the necessary repairs made as soon as is reasonably practicable at no cost to Sub-Subtenant. Subject to Sub-Sublandlord's obligations under this Section 7 and Sub-Sublandlord's obligation to provide the Sublease Premises in "broom clean" condition, Sub-Subtenant acknowledges that it is sub-subleasing the Sublease Premises “in its then-existing "AS IS” and to the best of Sublandlord’s information and belief, the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of " condition, as expressly stated in this Article 19, and that Sub-Sublandlord is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make not making any representation or warranty about concerning the Building outside condition of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Sub-Subtenant’s 's occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Sub-Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant it is not authorized to make or do any alterations or improvements in or to the Sublease Premises without except as permitted by the provisions of this Sub-Sublease, the Sublease and the Master Lease and that Sub-Subtenant must deliver the Sublease Premises to Sub-Sublandlord on the Sub-Sublease Expiration Date in the condition required by Paragraph 31 of this Sub-Sublease, reasonable wear and tear and casualty excepted; provided, however, that prior to undertaking any improvements to or alterations of the Sublease Premises, Sub-Sublandlord agrees to not unreasonably withhold or delay such approval. The foregoing shall not release Sub-Subtenant from the obligation to obtain Sublandlord’s and 's or Landlord’s 's prior consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, respectively. Sub-Subtenant shall be responsible for any and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 all costs due to any noncompliance of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before (other than as due to or caused by Sub-Sublandlord prior to the Sub-Sublease Commencement Date) with applicable laws, codes and ordinances to the extent that Sub-Sublandlord has such responsibility under the Sublease.

Condition of Sublease Premises. Subtenant acknowledges that it is subleasing the Sublease Premises “AS IS” and to the best of Sublandlord’s information and belief3.1 Except as set forth in this Sublease, the Sublease Premises is are leased, “As Is,” in good repair the condition now existing, including all of the office furniture listed on Exhibit C (“Furniture”), and working order. Subtenant acknowledges that it has had access teledata cabling, telephone system and cabling located in the Sublease Premises (collectively, the “Systems”), but expressly excluding paging system, computer hardware and software, and any other personal property. 3.2 Except as set forth in this Sublease, Sublessor expressly disclaims all representations and warranties, express or implied, with respect to the condition of the Sublease Premises and the Furniture and the Systems, including, without limitation, any representation or warranty as to fitness, habitability, or suitability of the Sublease Premises, Furniture and/or Systems for Sublessee’s intended use or purpose, except to the extent Sublessor can enforce such representations or warranties against Lessor. 3.3 Sublessor, prior to the Sublease Commencement Date (defined below), shall complete the following work on the Sublease Premises: (a) installation of a wall in the reception area as indicated in Exhibit B (“Sublessor’s Work”). 3.4 Sublessee may coordinate with Sublessor to make modifications to the Sublease Premises prior to the Sublease Commencement Date provided (a) such modifications are at the cost of Sublessee, (b) any such modifications comply with the applicable terms of this Sublease and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition Master Lease and do not unreasonably interfere with Sublessor’s work as set forth above in this Section 3.3, and (c) Sublessee indemnifies, defends and holds Sublessor harmless from any and all liability for property damage or bodily injury, including death, arising out of the Sublease Premises. Accordinglynegligent or intentional acts of Sublessee, Sublandlord’sacknowledgement of conditionits employees, as expressly stated agents, invitees, representatives or contractors in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside its use of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated prior to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement Date.

Condition of Sublease Premises. Subtenant acknowledges that it is subleasing the Sublease Premises “AS IS” (a) Except as provided in Sections 3.2(b) and to the best of Sublandlord’s information and belief3.2(c) below, Tenant accepts, on an As-ls basis, the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease PremisesPremises as it existed on December 1, 2003 ("Existing Condition"). AccordinglyTenant acknowledges that Landlord and Brokers have not made, Sublandlord’sacknowledgement of conditionand Tenant has not relied upon, as expressly stated in this Article 19any representations, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation warranty or warranty about other assurances concerning the Building outside Existing Condition of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated the Building. (b) With respect to perform any work of improvement, including repainting, latent defects required to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the by Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms Section 7.1 of the Master Lease, and in a broom-clean conditionpromptly following Landlord's receipt of written notice from Tenant identifying such latent defects ("Latent Defect Correction Notice"), normal wear and tearthe following shall apply: (i) Landlord shall reasonably investigate Tenant's Latent Defect Correction Notice, casualty and condemnationand, and damage by if Landlord or Sublandlord excepted, and as set forth in Article 15 reasonably determines that Master Landlord is responsible for correction of such latent defects under Section 7.1 of the Master Lease, providedLandlord shall commence and diligently pursue commercially reasonable efforts to cause Master Landlord to undertake appropriate corrective action, howeverincluding filing appropriate legal action if required. (ii) If Landlord and Tenant disagree as to whether Master Landlord is responsible for correction of such latent defects, that or as to whether Landlord is diligently pursuing Master Landlord for correction of such latent defects, the matter shall be submitted for an Interim Resolution as defined in no event Section 18.1 below. (iii) If Landlord fails to commence commercially reasonable efforts within twenty (20) days after receipt of Tenant's Latent Defect Correction Notice (or, in case of a dispute under Section 3.2(b)(ii) above, within thirty (30) days after an Interim Resolution requiring Landlord to undertake such efforts), or if Landlord timely commences but thereafter fails to diligently pursue commercially reasonable efforts to cause the correction of latent defects by Master Landlord, and, provided in either such case Tenant gives an additional twenty (20) days notice to Landlord of Tenant's intention to invoke its rights under this Section 3.2(b)(iii), Tenant shall Subtenant have the right to exercise Landlord's right to self-help pursuant to Section 7.2 of the Master Lease ("Master Lease Self Help Rights"). If Tenant exercises the Master Lease Self Help Rights: (A) Tenant shall protect, defend and hold Landlord free and harmless from and against any and all claims, demands, actions, causes of action, liabilities, obligations, costs and expenses, of every kind and nature, arising in connection therewith (collectively, "Claims"); and (B) Tenant shall be required entitled to remove receive such reimbursement from Landlord as Landlord receives from Master Landlord pursuant to Section 7.2 of the Master Lease in respect of the corrective action(s) taken by Tenant. (c) Notwithstanding the provisions of Section 3.2(a) above, but subject to the limitations expressed below in this Section 3.2(c), Landlord shall repair all defects in the Base Building Systems (as defined below) in or serving the Sublease Premises of which Tenant notifies Landlord in writing within three (3) months after the Commencement Date. As used in this Sublease, the term "Base Building Systems" means only those electrical, plumbing, and heating/ventilation/air conditioning ("HVAC") systems which are installed in the Building on the date possession of the Sublease Premises is delivered to Tenant pursuant to Section 3.1. Landlord shall not be responsible for repairing any defects in the Base Building Systems: (i) caused by the negligence or intentional acts of Tenant or Tenant's agents, employees, contractors or invitees; (ii) of which Landlord has not received written notice within three (3) months after the Commencement Date; (iii) due to any alterations or improvements additions to, or any extensions of, the Base Building Systems, which are not consistent with the design or capacity of the Base Building Systems; or (iv) which result from ordinary wear and tear. Landlord's obligation to correct defects in the Base Building Systems shall not extend to any alterations or additions to, or extensions of, the Base Building Systems, and Tenant shall remain solely responsible therefor. If Landlord fails to commence correction of the Base Building Systems defects within thirty (30) days after notice from Tenant and diligently complete same within a reasonable period thereafter, Tenant shall, after an additional ten (10) days' written notice to Landlord, have the right to repair the defects in the Base Building Systems on Landlord's behalf and deduct all reasonable, out-of-pocket expenses from installments of Base Rent until such amounts have been fully recovered by Tenant, subject to the Sublease Premises Offset Limit specified in Section 23.1 of this Sublease. However, if Landlord initiates an Interim Resolution proceeding to contest either Landlord's duty to correct any defect in the Base Building Systems or Tenant's claim that were installed before Landlord is not acting diligently to correct such defects, Tenant shall not exercise its right to repair such defects and/or to offset the Sublease Commencement Datecosts of such repairs against Base Rent unless and until Tenant procures a favorable Interim Resolution affirming Tenant's right to so act.

Condition of Sublease Premises. Subtenant acknowledges that it is subleasing Sublessor shall deliver possession of the Sublease Premises “AS IS” to Sublessee on the Commencement Date (a) in compliance with all applicable laws, (b) improved with substantially the same quality of tenant improvements as existsin the Premises (c) with data and to the best of Sublandlord’s information and belief, fiber cabling exclusively serving the Sublease Premises is installed and functional in good repair and working order. Subtenant acknowledges that it has had access from the 3rd floor IDF room closest to the Sublease Premises prior and stubbed to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of Premises, (d) with all systems serving the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of including, without limitation, plumbing, lighting, heating, ventilating, air conditioning, gas, electrical, and plumbing systems, in good operating condition, as expressly stated and (e) otherwise in this Article 19broom clean condition (collectively, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&EDelivery Condition”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent). In the event that Subtenant does Sublessee notifies Sublessor that any of the obligations of Sublessor with respect to the Delivery Condition were not exercise performed, then it shall be the early termination option obligation of Sublessor to promptly correct the same at its sole cost and is not expense. Subject only to the foregoing, and having made such inspection of the Premises as it deemed prudent, Sublessee hereby accepts the Premises in Default under the Master Lease or Sublease their condition existing as of December 1the date of delivery, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date “AS-IS” and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition of the Premises, and any manufacturers warrantiescovenants or restrictions, liens, encumbrances and title exceptions of record, and accepts this Sublease subject thereto. Except as may be otherwise expressly provided in effectthis Sublease as to the condition of the Premises, Sublessee acknowledges that neither Sublessor nor any agent of Sublessor has made any representation or warranty as to the present or future suitability of the Premises or the Project for the conduct of Sublessee’s business. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in On the expiration or sooner termination of this Sublease, Sublessee shall remove from the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant its furniture and other personal property and shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date Sublessor in the same condition required as received by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal Sublessee (reasonable wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord tear excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event ). Sublessor shall Subtenant be required to also remove any alterations signage it has installed and shall repair any damage caused by such signage or improvements its removal and restore the surface underneath and around such signs to the Sublease Premises that were installed before the Sublease Commencement Datecondition existing prior to installation thereof.

Condition of Sublease Premises. Subtenant acknowledges Sublessor shall deliver the Premises to Sublessee "broom clean" and in "as-is" condition except that it is subleasing Sublessor shall repair any significant damage to walls or carpet. Sublessor's furniture and furniture systems on the 33rd and 32nd floors together with the phone and data cabling shall remain the property of Sublessor during the Sublease Premises “AS IS” and to Term, but may be used by Sublessee during the best of Sublandlord’s information and belief, entire Sublease Term without charge. Upon the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition expiration or earlier termination of the Sublease Premises. AccordinglyTerm, Sublandlord’sacknowledgement of conditionand provided there then exists no Sublease Default (defined below), as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about Sublessee shall have the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not right to purchase the FF&Efurniture and furniture systems from Sublessor for a price of $1.00 and shall be deemed the owner of the phone and data cabling. A list of the furniture and furniture systems is attached as Exhibit D. EXCEPT AS STATED ABOVE IN THIS SECTION 10. SUBLESSEE ACKNOWLEDGES THAT THE PREMISES WILL OTHERWISE BE DELIVERED TO SUBLESSEE IN THEIR "AS-IS" CONDITION, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effectAND SUBLESSOR SHALL HAVE NO LIABILITY TO SUBLESSEE AS TO THE CONDITION OF THE PREMISES OR OBLIGATION FOR THE PERFORMANCE OF ANY REPAIR OR MAINTENANCE THERETO. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement DateTHE TAKING OF POSSESSION OF THE PREMISES BY SUBLESSEE SHALL BE DEEMED ACCEPTANCE BY SUBLESSEE OF THE PREMISES AND ACKNOWLEDGMENT THAT THE PREMISES ARE IN SATISFACTORY CONDITION ON THE DATE OF SUCH TAKING OF POSSESSION.

Condition of Sublease Premises. Upon taking possession of a Phase of the Sublease Premises, Subtenant acknowledges that it is subleasing shall be deemed to have accepted such Phase in its existing "AS IS" condition. Sublandlord agrees to deliver possession of each Phase of the Sublease Premises “AS IS” in its "as is" condition, "broom clean" , with all electrical, plumbing, HVAC and to the best of Sublandlord’s information and belief, the Sublease Premises is other Building systems in good repair operating condition, subject to Subtenant's Improvements (defined in section 7) and working orderthe Building Modifications (defined in section 8). Sublandlord shall have no liability for any Building system that is not in good operating condition if such condition is due to any Subtenant Improvement, Building Modification or any act or misuse by Subtenant or its agents, employees, contractors or invitees, or for any condition of which Sublandlord is not notified in writing within sixty (60) days after the Commencement Date. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make conducted its own determination regarding the present condition investigation of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of including, without limitation, its physical condition, as expressly stated compliance with laws, suitability for Subtenant's intended purpose, and such other matters which Subtenant has determined, in its discretion, to be necessary and appropriate to Subtenant's decision to enter into this Article 19, is limited to defects that are known to Sublandlord.. Sublease. Neither Sublandlord lacks sufficient knowledge to make nor anyone acting on its behalf has made any representation or warranty about concerning the Building outside condition, operation, permitted use, legal compliance or suitability of the Sublease Premises and consequentlythat is not expressly set forth in this Sublease. Sublandlord shall have no obligation to make any repair, alteration or modification to the Sublease Premises, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement Dateherein. 7.

Condition of Sublease Premises. Subtenant acknowledges that it is subleasing (a) Sublessor shall deliver the Sublease Premises to Sublessee in its current “as is” condition, and Sublessee expressly accepts the Sublease Premises “AS ISas-is” and “where-is.” Sublessor hereby expressly disclaims any and all warranties or representations made to Sublessee concerning the best of Sublandlord’s information and belief, the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement whether same were made by any officer, director or employee of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance Sublessor or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to agent of same, such as a broker. (b) Sublessee shall make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Lawsno additions, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before Premises, without the prior written approval of Landlord and Sublessor in each instance. Permitted improvements and alterations shall be in compliance with the Lease, all applicable Building codes and government regulations, and said improvements and alterations shall further be constructed in a good and workmanlike manner as is customary in the construction industry. (c) Sublessor shall provide Sublessee with use of all fixtures, furniture, and equipment currently in the Sublease Commencement Premises which belong to Sublessor (the “FF&E”) during the Term at no additional cost to Sublessee. Sublesee shall be solely responsible for maintaining the FF&E in good condition and proper working order during the Term, reasonable wear and tear excepted. Provided that Sublessee has fully performed its obligations under this Sublease by the Expiration Date, Sublessor shall transfer ownership of all FF&E to Sublessee on the Expiration Date for the price of $10.00. (d) Sublessee shall maintain the Sublease Premises in good order and repair throughout the Term, and shall perform such maintenance and repair to the Sublease Premises as is necessary to keep the Sublease Premises in such good order. Sublessee shall promptly repair any damages caused by Sublessee, and its employees, contractors and invitees to the Sublease Premises, which is in excess of normal wear and tear. In the event Sublessee fails to repair or restore any portion of the Sublease Premises, Sublessor may undertake such restoration or repair at Sublessee’s sole expense. (e) Upon the Expiration Date, Sublessee shall be responsible for timely vacating the Sublease Premises, cleaning the Sublease Premises to broom clean condition, and removing all of Sublessee’s personal property (including without limitation, the FF&E) from the Sublease Premises, provided however, in no event shall Sublessee remove any personal property and/or trade fixtures owned by Landlord, Sublessor, or another third party. Sublesee shall be solely responsible for repairing any damage caused by or related to Sublesee’s vacation of the Sublease Premises.

Condition of Sublease Premises. Subtenant acknowledges (a) Sublandlord represents that it is subleasing as of the Effective Date to the actual knowledge of Lxxxx Xxxxxxxxx, Senior Director of Facilities, without inquiry or investigation, (i) the Sublease Premises, Building and Common Area are in compliance with applicable laws, codes and regulations, including without limitation the Americans With Disabilities Act, and (ii) the roof, electrical systems, lighting systems, HVAC, mechanical systems and plumbing systems servicing the Sublease Premises “AS IS” and Expansion Premises are in good working condition. (b) Sublandlord represents that as of the Effective Date to the best actual knowledge of Sublandlord’s information Lxxxx Xxxxxxxxx, without inquiry or investigation, (i) the Premises are not in violation of any Environmental Law, (ii) the Premises are free from any Hazardous Substances (except those customarily used in connection with general office purposes), and belief, (iii) Sublandlord has provided to Subtenant complete copies of any environmental reports or assessments related to the Sublease Premises is currently in good repair and working orderits possession. Subtenant acknowledges that it has had access received copies of those certain environmental reports listed on Schedule 7(b) attached hereto and made a part hereof, which Sublandlord represents are complete and accurate copies of the same. (c) Subtenant agrees that Sublandlord has made no representations or warranties of any kind or nature whatsoever respecting the Sublease Premises, including the Subtenant’s Parking Area, their condition or suitability for Subtenant’s use except as expressly set forth in this Sublease. Except as provided expressly herein, including in the Work Letter, Subtenant agrees to accept the Sublease Premises prior “as is, where is,” with all faults, without any obligation on the part of Sublandlord to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordinglymodify, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation improve or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to otherwise prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement Date.

Condition of Sublease Premises. Subtenant acknowledges that it is subleasing the Sublease Premises “AS IS” and to in the best of Sublandlord’s information and belief, "as-is" condition (the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition "Initial Walk-Through Date") existing as of the date of execution of this Sublease Premises. Accordinglyand that except as provided herein, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, Sublandlord is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make not making any representation or warranty about concerning the Building outside condition of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. that Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s 's occupancy. On the Initial Walk-Through Date, Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair walk-through and insuring all FF&E remaining in inspect the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E acknowledges that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant it is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s except as permitted by the provisions of this Sublease and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender it must deliver the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the its current condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, subject to normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements . Prior to the Sublease Premises that were installed before Premise Delivery Date Sublandlord shall, at the sole cost and expense of Sublandlord, remove all existing furniture, work stations and equipment, with the exception of the existing card key security system. If Sublandlord fails to comply with the foregoing obligations, Subtenant shall have the option of removing all such furniture, work stations or equipment and thereafter deducting the costs and expenses related thereto from the Base Rent payable to Sublandlord hereunder. On the Sublease Commencement Premises Delivery Date, Sublandlord and Subtenant shall walk-through and inspect the Sublease Premises and shall mutually execute a punch list identifying the variances between the condition and status of the Sublease Premises as of Initial Walk-Through Date compared to the condition and status of the Sublease Premises as of the Sublease Premises Delivery Date.

Condition of Sublease Premises. Subtenant acknowledges that it is subleasing the Sublease Premises “AS IS” and to the best of Sublandlord’s information and belief, the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect Sublandlord shall deliver the Sublease Premises to make its own determination regarding Subtenant with the present condition of the Sublease Premises. Accordinglyheating, Sublandlord’sacknowledgement of conditionventilation, as expressly stated in this Article 19air conditioning, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside plumbing, and electrical systems of the Sublease Premises in good working condition and consequentlyrepair. To the best knowledge of Sublandlord, except as expressly provided in this Article 19the roof, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work landscaping, structural components and parking areas of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures are in good working condition and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlordrepair. Subtenant acknowledges and agrees that Subtenant is Sublandlord shall have the right, but not entitled the obligation, to receive a tenant improvement allowance remove or any other allowance from Sublandlord or Landlord disable the existing security system in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by prior to delivering possession of the Master Lease and this SubleaseSublease Premises to Subtenant. Any improvements constructed to The taking of possession of the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal constitute an acknowledgment by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises are in good working condition and repair, and that all work and materials provided by Sublandlord, Master Sublandlord and Master Landlord are satisfactory, except as to any defect agreed to in writing by Sublandlord and Subtenant at a walk through to be conducted prior to transfer of possession, and any latent defects that are described in written notice given by Subtenant to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms not later than sixty (60) days after delivery of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and possession to Subtenant. Any damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises caused by Subtenant's move-in shall be repaired or corrected by Subtenant at its expense. Subtenant acknowledges that were installed before neither Sublandlord nor its agents have made any representations or warranties as to the suitability or fitness of the sublease Premises for the conduct of Subtenant's business or for any other purposes. Except as otherwise expressly set forth herein, the Sublease Commencement DatePremises shall be delivered by Sublandlord to Subtenant AS IS and Subtenant agrees that it takes possession of the Sublease Premises without relying on any representation or warranty by Sublandlord as to the condition of the Sublease Premises other than as expressly specified herein.

Condition of Sublease Premises. Subtenant acknowledges that it is subleasing the Sublease Premises “AS ISas-is” and to the best of Sublandlord’s information and belief, the Sublease Premises that Sublandlord is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make not making any representation or warranty about concerning the Building outside condition of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. that Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Notwithstanding the foregoing, Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in shall deliver the Sublease PremisesPremises with the base building systems in good working condition; and if the base building systems are not so delivered, Sublandlord shall cause such building systems to be repaired at no expense to Subtenant within a reasonable time after Sublandlord’s receipt of a written request from Subtenant. Not later than Subtenant acknowledges that any supplemental systems, including but not limited to supplemental cooling and wiring for voice or data, on the date Sublease Premises are provided to Subtenant in “as-is” condition and that Sublandlord is not making any representation or warranty concerning the condition of full execution these supplemental systems. The responsibility for the maintenance of these supplemental systems shall be the sole responsibility of Subtenant throughout the Term of this Sublease,, . Unless Subtenant will advise provides written notice to Sublandlord in writing which items of FF & E Subtenant would like removed from any unsatisfactory conditions of the Sublease Premises; Sublandlord will remove those items on or before the later Premises within forty-five (45) days of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year , Subtenant shall be solely responsible for upkeep, maintenance, repair conclusively deemed to have accepted the Sublease Premises and insuring to have waived all FF&E remaining in claims relating to the condition of the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the Master Lease, provided, however, that in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement Date.

Condition of Sublease Premises. Except for Sublandlord’s Work (as defined below), Subtenant acknowledges that it is subleasing the Sublease Premises “AS IS” and to the best of Sublandlord’s information and belief, the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition will accept possession of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of Premised in their as-is condition, and that, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19herein, makes Sublandlord has made no representation representations or warranty regarding such areas. Sublandlord is not obligated to perform any work warranties concerning the condition of improvement, including repainting, to prepare the Building or the Sublease Premises or their fitness for Subtenant’s occupancypurposes. Sublandlord has provided Subtenant an inventory of Promptly following the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution and delivery of this Sublease,, Subtenant will advise Sublandlord in writing which items Master Landlord’s consent to this Sublease (and Sublandlord’s Work, if applicable), and receipt of FF & E Subtenant would like removed from the Sublease Premises; any necessary permits therefor, Sublandlord will remove those items commence construction of the additional offices and conference rooms as described on or before the later of Exhibit B (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of “Sublandlord’s Work”). At Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar and at Subtenant’s sole cost and expense ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease except as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00provided below). If Subtenant elects not to purchase the FF&E, Sublandlord shall remove all FF&E on the Sublease Expiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining construct a lobby in the Sublease Premises throughout as shown on Exhibit C and construct those additional items listed on Exhibit D (collectively, the Sublease Term and will assume “Additional Work”) at the applicable monthly service and maintenance charges, including without limitation, same time as construction of Sublandlord’s security system, CCTV system Work pursuant to plans and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the Master Lease and this Sublease. Any improvements constructed to the Sublease Premises specifications provided by Subtenant in accordance with this Sublease and approved by Sublandlord (which consent shall (inot be unreasonably withheld) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Master Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease. Prior to commencement of the Additional Work, Sublandlord shall provide a cost estimate to Subtenant for the cost of the Additional Work, and in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Subtenant shall pay Sublandlord excepted, and as the amount set forth in Article 15 the cost estimate, less the amount of $20,000 (which $20,000 shall be paid by Sublandlord) within ten (10) days thereafter. Sublandlord shall have no obligation to commence the Additional Work until it has received such payment from Subtenant. After Sublandlord receives such payment, Sublandlord shall diligently pursue completion of the Master LeaseAdditional Work, provided, provided however, that failure to complete the Additional Work at the same time as Sublandlord’s Work shall not affect the Commencement Date as otherwise determined pursuant to Section 2 of this Sublease. Sublandlord agrees to provide to Subtenant the remnants, if any, that Sublandlord may possess (or can obtain from its general contractor without cost) of the existing carpeting in no event shall Subtenant be required to remove any alterations or improvements to the Sublease Premises that were installed before the Sublease Commencement DatePremises.