Common use of FF&E Clause in Contracts

FF&E. During the Term, and in consideration of the FF&E Rent payable by Tenant, pursuant to Section 3.2, Subtenant shall be permitted to use the existing modular and office furniture, fixtures and equipment and associated data cabling described in more particular detail in Exhibit C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, at its sole cost and expense, for the operation and maintenance of the Storage Facility; provided, however: that in the event that Sublandlord elects to discontinue its use of the Storage facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option, Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility, Subtenant shall have access to such FF&E, and may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s delivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, Subtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair of the FF&E used by Subtenant at the Subleased Premises, at Subtenant’s sole cost and expense, reasonable wear and tear excepted. Subtenant shall not materially modify, reconfigure or relocate any affixed cubicles located within the Subleased Premises (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant must provide a plan for such reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.

FF&E. During the Term, and in consideration of the FF&E Rent payable by Tenant, Tenant pursuant to Section 3.2, Subtenant shall be permitted to use the existing modular and office furniture, fixtures and equipment and associated data cabling described in more particular detail in Exhibit C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, at its sole cost and expense, for the operation and maintenance of the Storage Facility; provided, however: , that in the event that Sublandlord elects to discontinue its use of the Storage facilityFacility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option, . Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility, . Subtenant shall have access to such FF&E, and may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s delivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, Subtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair of the FF&E used by Subtenant at the Subleased Premises, at Subtenant’s sole cost and expense, reasonable wear and tear excepted. Subtenant shall not materially modify, reconfigure or relocate any affixed cubicles located within the Subleased Premises (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, . Subtenant must provide a plan for such reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.

FF&E. During the TermTerm of this Sublease, Sublandlord grants to Subtenant, free of charge and in consideration of at no extra rental, the FF&E Rent payable by Tenant, pursuant to Section 3.2, Subtenant shall be permitted right to use the existing modular all office furniture, cubicles and office other related furniture, fixtures and equipment owned by Sublandlord and associated data cabling described in more particular detail listed in Exhibit C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, conditioned upon (a) Subtenant’s agreement that Sublandlord has not made and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current condition without does not make any express or implied warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any cabling currently located in Law, rule, specification or serving the Subleased Premises)contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. Sublandlord Subtenant shall be responsible, at its sole cost and expense, responsible for the operation repair and maintenance of the Storage Facility; providedFF&E, however: that in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the event that Sublease Term. Sublandlord elects hereby grants to discontinue its use Subtenant an option to purchase the FF&E for $1.00 at the end of the Storage facilityTerm of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, which Sublandlord may do at any time after April 1, 2016 (but not before then), then Sublandlord shall so notify Subtenant andtransfer title to the FF&E to Subtenant, at Subtenant’s optionwithout representation or warranty, Subtenant may arrange with Vanguard to continue to utilize effective as of the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage FacilityEnd Date, and Subtenant shall have access be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to such purchase the FF&E, and may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, then Subtenant shall work directly with Vanguard to coordinate Vanguard’s delivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of leave the FF&E in the Subleased PremisesPremises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant and does not elect to purchase the FF&E, Sublandlord shall, shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the Commencement Date, conduct a joint walk-through expiration of the Subleased Premises in order Sublease Term). The preceding to inventory items of damage or disrepair. the contrary notwithstanding, Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair hereby discloses to Sublandlord that some of the FF&E used by Subtenant is at the Subleased Premisesend of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, reasonable wear at any time during the Sublease Term, to remove and tear excepted. dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall not materially modifyelect in its sole discretion and, reconfigure or relocate any affixed cubicles located within in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises (including, without limitation, changing the configuration of, “breaking down” nor shall Subtenant have any obligation to compensate Sublandlord monetarily or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant must provide a plan otherwise for such reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord items so removed and Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.disposed.

FF&E. During the Term, and in consideration of the FF&E Rent payable by Tenant, Tenant pursuant to Section 3.2, Subtenant shall be permitted to use the existing modular and office furniture, fixtures and equipment and associated data cabling described in more particular detail in Exhibit C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, at its sole cost and expense, for the operation and maintenance of the Storage Facility; provided, however: ; that in the event that Sublandlord at any time elects to discontinue its use of the Storage facilityFacility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option, Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility, . Subtenant shall have access to such FF&E, and may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s delivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, Subtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair of the FF&E used by Subtenant at the Subleased Premises, at Subtenant’s sole cost and expense, reasonable wear and tear excepted. Subtenant shall not materially modify, reconfigure or relocate any affixed cubicles located within the Subleased Premises (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant must provide a plan for such reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.

FF&E. During Effective upon the TermInitial Premises Commencement Date, Sublandlord shall be deemed to have sold, and in consideration of the FF&E Rent payable by Tenant, pursuant to Section 3.2, Subtenant shall be permitted deemed to use have purchased, for the existing modular consideration of One Dollar ($1.00), all of Sublandlord’s right, title and office interest in the furniture, fixtures and equipment and associated data cabling described in more particular detail in listed on Exhibit C attached B-1 hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “Initial Premises FF&E”). The FF&E is currently located Effective upon the Expansion Premises Commencement Date, Sublandlord shall be deemed to have sold, and Subtenant shall be deemed to have purchased, for the consideration of One Dollar ($1.00), all of Sublandlord’s right, title and interest in the Subleased Premisesfurniture, fixtures and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for Sublandlord equipment listed on Exhibit B-2 hereto (the “Storage FacilityExpansion Premises FF&E” and, together with the Initial Premises FF&E, the “FF&E”). Subtenant shall accept the FF&E in its current then “AS-IS” condition without and state of repair, subject to any and all defects therein, latent or otherwise; provided, however, Sublandlord shall, prior to the applicable Commencement Date, decommission any FF&E that contains Hazardous Materials and Sublandlord shall be responsible for any sales tax with respect to the transfer of the FF&E. Subject to the foregoing, Subtenant waives any claim or action against Sublandlord in respect of the condition of the FF&E and neither Sublandlord nor any of Sublandlord’s agents has made or makes any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord or representation, express or implied, with respect to the condition of the FF&E, including without limitation any cabling currently located in warranty of fitness for any particular purpose or serving as to any other matter whatsoever respecting the Subleased Premises). Sublandlord quality or condition of the FF&E. During the Term, the provisions of the Master Lease and this Sublease applicable to the personal property of Subtenant shall be responsibleapplicable to the FF&E, at its sole cost and expense, for the operation and maintenance of the Storage Facility; provided, however: that in the event that Sublandlord elects to discontinue its use of the Storage facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at including without limitation Subtenant’s option, Subtenant may arrange with Vanguard obligation to continue to utilize insure the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility, Subtenant shall have access to such FF&E, and may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and FF&E. Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s delivery and restocking of remove the FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, Subtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair of the FF&E used by Subtenant at the Subleased Premises, at Subtenant’s sole cost and expense, reasonable wear and tear excepted. Subtenant shall not materially modify, reconfigure or relocate any affixed cubicles located within the Subleased Premises (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant must provide a plan for such reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises Building upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and Subtenant shall reasonably cooperate with each other regarding the use and storage agree that no portion of the Base Rent or Additional Rent payable under this Sublease is attributable to the FF&E.

FF&E. During Subject to the Termterms of this Section 19, and in consideration effective as of the Commencement Date (the “FF&E Rent payable by TenantTransfer Date”) all of Sublandlord’s right, pursuant title and interest in and to Section 3.2, Subtenant shall be permitted to use the existing fixtures, equipment and modular and office furniture, fixtures furniture located in the Subleased Premises and equipment and associated data cabling described in more particular detail in on Exhibit C attached hereto (such furniturehereto, fixtures, and equipment together with any as well as all equipment and data cablingcabling associated therewith (collectively, being referred to collectively as the “FF&E”), shall automatically be transferred to Subtenant. The Sublandlord shall deliver the FF&E is currently located in the Subleased Premises, good working order and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its such current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, at its sole cost and expense, for the operation and maintenance of the Storage Facility; provided, however: that in the event that Sublandlord elects to discontinue its use of the Storage facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option, Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility, Subtenant shall have access to such FF&E, and may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s delivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased PremisesFF&E, Subtenant and Sublandlord shallmay, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. disrepair and shall provide good faith corrective comments to the inventory attached to Exhibit C in writing to Sublandlord within fifteen (15) days following the Effective Date of this Sublease, and after the expiration of such fifteen (15) day period, Subtenant shall use be deemed to have approved and accepted the FF&E. The FF&E shall be transferred to Subtenant on an “as is” basis with no representation or warranty of any kind from, and no recourse against, Sublandlord; provided, however, that Sublandlord represents and warrants as of the FF&E only for Transfer Date that it owns all of the purposes for which such FF&E is intended free and clear of all liens and encumbrances and has the authority to so transfer the FF&E. Subtenant shall be solely responsible for the proper maintenance, insurance, care and reasonable repair removal of the FF&E used by Subtenant at from the Subleased PremisesPremises and the Building in accordance with the terms and provisions of the Master Lease. The transfer of ownership of the FF&E shall occur automatically on the FF&E Transfer Date and this Sublease shall constitute a xxxx of sale evidencing the transfer of the FF&E on the FF&E Transfer Date. Notwithstanding the foregoing provisions of this Section 19 to the contrary, if during the Term Subtenant is in Default hereunder and if Sublandlord terminates Subtenant’s rights to possess the Subleased Premises due to the applicable Default, then at Sublandlord’s election, the prior transfer of all of Sublandlord’s right, title and interest in and to the FF&E shall be voidable by Sublandlord upon written notice to such effect delivered to Subtenant. If Sublandlord so elects to void such transfer, then Sublandlord shall provide notice of such election to Subtenant. In such event, (a) prior to or promptly following the expiration or earlier termination of this Sublease, Sublandlord shall conduct a walk-through of the Subleased Premises to catalog any items of damage, disrepair, misuse or loss among the FF&E (reasonable wear and tear excepted), and (b) Subtenant shall be responsible, at Subtenant’s sole cost and expense, reasonable wear and tear excepted. Subtenant shall not materially modify, reconfigure or relocate for curing any affixed cubicles located within the Subleased Premises such items (including, without limitationwith respect to loss, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining replacing any lost item with a substantially similar new item reasonably acceptable to Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant must provide a plan for such reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E..

FF&E. During The Sublease hereunder also includes the Termlicense to use Sublandlord’s offices, cubicles, and in consideration other FF&E located within the Sublease Premises, a list of the FF&E Rent payable by Tenant, pursuant to Section 3.2, Subtenant shall be permitted to use the existing modular and office furniture, fixtures and equipment and associated data cabling described in more particular detail in Exhibit C which is attached hereto as Exhibit B (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, at its sole cost and expense, for the operation and maintenance of the Storage Facility; provided, however: that in the event that Sublandlord elects to discontinue its use of the Storage facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option, Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility, Subtenant shall have access to such FF&E, and may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s delivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premisessame condition as received throughout the Term. In the event of any damage to the FF&E, Subtenant shall provide written notice to Sublandlord of such damage and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended make any and shall be responsible for the proper maintenance, insurance, care and reasonable repair of the FF&E used by Subtenant at the Subleased Premises, all repairs that are necessary at Subtenant’s sole cost and expense. If Subtenant fails to make any repairs to the FF&E for more than fifteen (15) days after notice from Sublandlord (although notice shall not be required if there is an emergency), Sublandlord may, but shall not be required to, make the repairs, and Subtenant shall pay the reasonable cost of the repairs to Sublandlord within thirty (30) days after receipt of an invoice, together with an administrative charge in an amount equal to ten percent (10%) of the cost of the repairs. At all times during the Term, Subtenant shall insure the FF&E for its full replacement value. Subtenant shall surrender the FF&E on the End Date or earlier termination of this Sublease in the same condition as received, reasonable wear and tear excepted. Subtenant This Sublease and the license rights granted in connection herewith shall not materially modify, reconfigure include any right to require Sublandlord to provide any maintenance or relocate repair or any affixed cubicles located technical or server support for any FF&E or any facilities within the Subleased Premises (including, without limitation, changing Sublease Premises. Sublandlord makes no representation or warranty as to the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant must provide a plan for such reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.hereby expressly DISCLAIMS ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

FF&E. During the TermFor purposes of this Sub-Sublease, and in consideration of the FF&E Rent payable by Tenant“FF&E” shall mean, pursuant to Section 3.2collectively, Subtenant shall be permitted to use the existing modular and office all furniture, fixtures and equipment and associated data cabling as described in more particular detail in Exhibit C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred on Schedule C. Sub-Subtenant agrees to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current “as-is” condition on the Sub-Sublease Commencement Date. On the Sub-Sublease Commencement Date, all FF&E shall become the property of Sub-Subtenant. On the date hereof, Sub-Sublandlord and Sub-Subtenant shall execute a Bill of Sale substantially in the form annexed to this Sub-Sublease as Schedule D. The FF&E is being made available to Sub-Subtenant without representation or warranty by Sub-Sublandlord as to its condition, state of repair or suitability for Sub-Subtenant’s use, or any warranty other matter related thereto, and Sub-Sublandlord shall have no liability or obligations of fitness from Sublandlord (any nature whatsoever to Sub-Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition FF&E. No portion of any cabling currently located in or serving the Subleased Premises). Sublandlord Rental due hereunder shall be responsible, at its sole cost and expense, deemed for the operation and maintenance any purpose paid on account of the Storage Facility; provided, however: that in the event that Sublandlord elects to discontinue its use conveyance or leasing of the Storage facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option, Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility, FF&E. Sub-Subtenant shall have access to such FF&Epay when due all sales taxes, and may useif any, deposit, return, exchange and/or replace such FF&E, utilizing imposed by the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly City or State of New York in connection with Vanguard to coordinate Vanguard’s delivery and restocking the transfer of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition ownership of the FF&E to Sub-Subtenant as herein provided. Upon the Sub-Sublease Expiration Date, Sub- Subtenant shall remove all FF&E from the Sublease Premises. Sub-Subtenant acknowledges and agrees that the FF&E will remain in the Subleased Sublease Premises as of the Sub-Sublease Commencement Date and that Sub-Sublandlord shall have no obligation to remove the FF&E from the Sublease Premises, Subtenant and Sublandlord shallnor shall the removal of such be a condition to the Sub-Sublease Commencement Date or Sub-Sublease Rent Commencement Date. Notwithstanding anything to the contrary, if this Sub-Sublease shall terminate prior to the Commencement DateSub-Sublease Expiration Date set forth herein, conduct a joint walkthen, at Sub-through of Sublandlord’s sole election, Sub-Sublandlord shall have the Subleased right to require that Sub- Subtenant leave in the Sublease Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for (or portions thereof specified by Sub- Sublandlord), which FF&E so left in the purposes for which such FF&E is intended and Sublease Premises shall be responsible for the proper maintenancedeemed abandoned and Sub- Sublandlord may retain, insuranceremove, care and reasonable repair use and/or dispose of the FF&E used by Subtenant at the Subleased Premises, at same without accountability to Sub- Subtenant’s sole cost and expense, reasonable wear and tear excepted. Subtenant shall not materially modify, reconfigure or relocate any affixed cubicles located within the Subleased Premises (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant must provide a plan for such reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E..

FF&E. During the Term, and in consideration of the FF&E Rent payable by TenantSublandlord shall sell to Subtenant, pursuant to Section 3.2the terms of the Bxxx of Sale attached hereto as Exhibit C, Subtenant shall be permitted to use without representation or warranty except as expressly set forth in the existing modular Bxxx of Sale (i) on the Start Date, all office furniture, cubicles and office other related furniture, fixtures and equipment owned by Sublandlord and associated data cabling described listed on Schedule 1 to the Bxxx of Sale, which list does not include those items listed on Schedule 2 to the Bxxx of Sale which shall be removed by Sublandlord on or before July 16, 2010 and (ii) at such time as Sublandlord vacates the Server Room, the UPS System and all of Sublandlord’s right, title and interest, if any, in more particular detail and to the Back-up Generator in Exhibit C attached hereto its then as-is condition (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&EEquipment”). The FF&E is currently During the Sublease Term prior to the sale to Subtenant of the Equipment as provided in the immediately preceding sentence, Sublandlord grants to Subtenant, at no additional cost, the non-exclusive right to use the Equipment to supply back-up power to Subtenant’s server room and critical lab equipment located in the Subleased PremisesBuilding (collectively, and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“VanguardSubtenant’s Equipment”) for so long as such use does not interfere with Sublandlord’s use of the Server Room and/or the Equipment. Except to the extent due to the gross negligence or willful misconduct of Sublandlord or Sublandlord’s violation of this Sublease, (a) Sublandlord shall have no liability to Subtenant of any kind under any circumstances arising out of or in connection with the Equipment or Subtenant’s use thereof, (b) Subtenant hereby releases Sublandlord from and against any and all claims, damages, costs, expenses and liabilities (collectively, “Storage FacilityEquipment Claims”). ) arising out of or in connection with the Equipment and/or Subtenant’s use thereof and (c) Subtenant shall accept the FF&E indemnify, defend and hold Sublandlord harmless from and against any and all Equipment Claims arising out of or in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord connection with respect Subtenant’s use thereof. Notwithstanding anything to the condition of any cabling currently located contrary contained in or serving the Subleased Premises). this Sublease, Sublandlord shall be responsiblehave the right to terminate, at its sole cost and expenseby written notice to Subtenant, for Subtenant’s non-exclusive right to use the operation and maintenance of the Storage Facility; provided, however: that Equipment in the event that Sublandlord elects to discontinue its use either (i) Subtenant uses more than 250kW of the Storage facilityUPS System as indicated on the control panel of the UPS System, which Sublandlord may do at or (ii) Subtenant installs any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at equipment other than Subtenant’s option, Subtenant may arrange with Vanguard to continue to Equipment which would utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility, Subtenant shall have access to such FF&E, and may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s delivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, Subtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair of the FF&E used by Subtenant at the Subleased Premises, at Subtenant’s sole cost and expense, reasonable wear and tear excepted. Subtenant shall not materially modify, reconfigure or relocate any affixed cubicles located within the Subleased Premises (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) Equipment without first obtaining Sublandlord’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it withheld if such equipment would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent materially interfere with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations operations or its use of less than 15 cubiclesthe Equipment and/or Server Room. Subject to Subtenant’s default under this Sublease and force majeure, but Sublandlord shall use commercially reasonable efforts to operate and maintain the Equipment in good condition at all times throughout the Sublease Term in accordance with manufacturer’s specifications and maintain all required governmental permits in connection therewith, Subtenant must provide a plan for such reconfiguration to Sublandlord which will become including the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.Bay Area Air Quality Management District permit.

FF&E. During the Term, and in consideration This Sublease shall include a lease of all of the FF&E Rent payable by Tenant, pursuant to Section 3.2, Subtenant shall be permitted to use the existing modular and office furniture, fixtures furniture and equipment and associated data cabling described in more particular detail in listed on Exhibit C B attached hereto and made a part hereof (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located shall be delivered to Subtenant on the Commencement Date in its “AS-IS” condition. Prior to the Subleased PremisesCommencement Date and during the Term, Subtenant shall maintain a property loss insurance policy with guaranteed replacement cost coverage on the FF&E and cause Sublandlord to be named as “additional insured” and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for Sublandlord (the “Storage Facility”)loss payee” thereon. Subtenant shall accept deliver certificate evidencing such insurance coverage to Sublandlord simultaneously with its tender of an executed Sublease. Currently, personal property taxes are not assessed against the FF&E. To the extent personal property taxes are assessed against the FF&E during the Term, Subtenant shall pay Sublandlord such amounts as additional rent due hereunder. If the bills for such personal property tax come to Sublandlord, Sublandlord in its reasonable judgment shall equitably apportion same and Subtenant shall pay Sublandlord such tax within ten (10) days of a demand therefor as additional rent due hereunder. During the Term, Subtenant shall maintain the FF&E in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). Sublandlord shall be responsiblegood repair and condition, at its sole cost and expense, for the operation and maintenance of the Storage Facility; provided, however: that except in the event that Sublandlord elects to discontinue its use of the Storage facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option, Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility, Subtenant shall have access to such FF&E, and may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expensean insured casualty, shall work directly with Vanguard to coordinate Vanguard’s delivery make any repairs and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be replacements required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, Subtenant and Sublandlord shall, prior to same condition it is in on the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair of the FF&E used by Subtenant at the Subleased Premises, at Subtenant’s sole cost and expense, reasonable wear and tear excepted. If on the Expiration Date Subtenant has fulfilled all of its material obligations under this Sublease, Sublandlord shall be deemed to sell the FF&E to Subtenant for One Dollar ($1.00) as of the Expiration Date and Subtenant shall not materially modify, reconfigure or relocate any affixed cubicles located within be responsible for removing the Subleased FF&E from the Sub-Premises (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant must provide a plan for such reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given its surrender of the Sub-Premises. If Subtenant exercises its termination option pursuant to Article 2 hereof or if this Sublease is terminated due to Subtenant’s default or condemnation, the FF&E shall be returned to Sublandlord in the same condition it is in on the Commencement Date, reasonable wear and tear and loss by Sublandlord if required hereunderfire or other insured casualty excepted. Sublandlord and In the event of loss by fire or other casualty, Subtenant shall reasonably cooperate return the FF&E with each other regarding the use insurance proceeds required to repair and storage of replace same. Notwithstanding anything to the FF&E.contrary contained herein, Sublandlord will be removing certain furniture and equipment that not listed on Exhibit B from the Sub-Premises prior to the Commencement Date.