Common use of Incorporation of Terms of Master Lease Clause in Contracts

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound are incorporated herein by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordreference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master if they were Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master LeaseTenant, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees thatrespectively, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, ) constitute the terms of this Sublease except to the extent granted to Sublessee hereunderthat they are inapplicable to. inconsistent with, or modified by, the terms of this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing. Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain. (c) The following provisions of the Master Lease are specifically excluded: Sections 1.4, 2.2, 4.6, 5.3, 6.5, 7.1, and 23, and Exhibit B and Exhibit F. (d) Notwithstanding the foregoing, Subtenant may use seventy-five percent (75%) of the roof (to the extent such roof space is not needed to service the Building and such use does not interfere with Tenant’s use of its Premises and/or its business operations) subject to the receipt of the Landlord’s consent in accordance with the Master Lease as of the Sublease Commencement Date and one hundred percent (100%) of the same to such extent from and after the Second Floor Commencement Date.

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other The terms, conditions and covenants respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease shall be those stated control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease but only the word “Landlord” is used it shall be deemed to the extent that the terms of mean Sublandlord and wherever in the Master Lease relate the word “Tenant” is used it shall be deemed to mean Subtenant. Additionally, wherever in the Master Lease the word “Premises” is used it shall be deemed to mean the Subleased Premises. Any non-liability, except for (i) the basic rent obligations set forth release, indemnity or hold harmless provision in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and that upon any other person intended to be benefited by said provision, for the breach purpose of any of said terms, conditions or covenants of the Master Lease incorporation by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by reference in this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee Any right of Landlord under the Master Lease other than (a) of access or inspection, (b) to maintain do work in the Master Lease Premises or in full force the Building, (c) in respect of rules and effect during regulations, which is incorporated herein by reference, shall be deemed to inure to the term benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease, ; provided, however, that Sublessor Sublandlord acknowledges the confidential nature of Subtenant’s business and shall use reasonable efforts to comply with the reasonable security requirements of Subtenant (except in the event of emergency) and shall use commercially reasonable efforts to keep any knowledge regarding Subtenant’s operations within the Subleased Premises gained through inspection by Sublandlord or access by Sublandlord confidential and Sublandlord shall not be liable to Sublessee use such confidential information for any earlier termination of other purpose than managing the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord Subleased Premises and the Sublessor. Sublessor hereby covenants that discharging its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of subordinate to the other terms, conditions and covenants of Master Lease. Subject to the modifications set forth in this Sublease shall be those stated and except as set forth in the Master Lease but only to the extent that subparagraph (vii) below, the terms of the Master Lease relate to the Subleased Premisesare incorporated herein by reference, except for and shall, as between Sublandlord and Subtenant (i) the basic rent obligations set forth in as if they were Landlord and Tenant, respectively, under the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with ) constitute the Master Lease with respect terms of this Sublease except to the Subleased Premises and to satisfy all applicable extent that they are inapplicable to, inconsistent with, or modified by, the terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, only insofar as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation they apply to the Sublessee under Sublease Premises and not to the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination portions of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee Premises under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master. Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Subtenant shall deliver such evidence, certificate or other matter or thing to Sublandlord at least five (5) business days prior to the date due to Landlord, and Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory in Sublandlord’s reasonable judgment. (iii) Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain. (iv) Subtenant shall not be entitled to any allowances (design, construction, moving or any other allowances) granted to Tenant under the Master Lease. (v) With respect to any obligation of Subtenant to be performed under this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days to perform its obligations under the Master Lease, except where a specific number of days is provided in this Sublease, Subtenant shall have (a) three (3) fewer days to perform obligations for which the Master Lease provides a period of less than fifteen (15) days and (b) seven (7) fewer days to perform obligations for which the Master Lease provides a period of fifteen (15) days or more, including, without limitation, curing any defaults. (vi) To the extent the Master Lease has been incorporated herein, Sublandlord shall have the rights and benefits of the Landlord under the Master Lease, but Sublandlord (a) shall have no obligation to Subtenant to perform, the duties of Landlord under the Master Lease (including, without limitation, duties relating to the condition, maintenance, repair, rebuilding, restoration and security of the Sublease Premises or Building and compliance of the Sublease Premises with Applicable Laws), (b) shall have no liability whatsoever to Subtenant for, and does not herein make for the benefit of Subtenant any of, the representations, warranties, indemnities, releases or waivers of Landlord under the Master Lease, and (c) shall have no liability to Subtenant for Landlord’s negligence, willful misconduct or breach of or failure to perform any of Landlord’s duties under the Master Lease. (vii) The following provisions of the Master Lease are specifically excluded and are not incorporated into and made a part of this Sublease: Fundamental Lease Provisions (a), (b), (d), (f), (i), (j), (k), (1), (m), (n), (a), (p), (s), (u), (v), (x), and (y); General Conditions D, E, G, I, and I; Article 1; Article 2; Sections 3.4, 4.4(g), 4.5, 5.1, 10.4, Article 11; Section 12.3(1)(C); Article 15; Article 16; Article 17; Sections 19.2 and 19.3; Section 20.2; the first, second and fourth paragraphs of Article 21; Articles 27, 28 and 29; Section 30.10; Articles 31 and 33; and Exhibits B, F, G, H, and J.

Incorporation of Terms of Master Lease. It This Sublease and all rights of the parties hereunder are subject and subordinate to the Master Lease. Subtenant agrees that it will not, by its act or omission to act where required to do so, cause a default under the Master Lease. In furtherance of the foregoing, the parties hereby acknowledge, each to the other, that it is expressly understood, acknowledged and agreed by Sublessee that not practical in this Sublease to enumerate all of the other termsrights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, conditions and covenants in order to afford to Subtenant the benefits of this Sublease shall be and of those stated in provisions of the Master Lease but only which by their nature are intended to benefit the party in possession of the Premises, and in order to protect Sublandlord against a default by Subtenant which might cause a default by Sublandlord under the Master Lease, Sublandlord and Subtenant covenant and agree as set forth in this Section 11. (a) Subject to the extent that modifications set forth in this Sublease as between Sublandlord and Subtenant, the terms of the Master Lease relate are incorporated herein by reference, and shall, as between Sublandlord and Subtenant (as if they were Landlord and Tenant, respectively, under the Master Lease), constitute the terms of this Sublease, except to the Subleased Premisesextent that they are inapplicable to, except for inconsistent with, or expressly modified by the terms of this Sublease, and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. Notwithstanding the foregoing, Sublandlord and Subtenant agree that: (i) each reference in such incorporated sections to “Lease” shall be deemed a reference to “Sublease”; (ii) each reference to “Lease Commencement Date”, “Lease Term” and “Base Rent” shall be deemed a reference to the basic rent obligations set forth in “Sublease Commencement Date”, “Term” and “Base Rent” under this Sublease, respectively; (iii) the following provisions shall not be included: the introductory paragraph, Sections 1, 3-5, 8 and 10 and 12 of the Summary of Basic Lease Information, Sections 2.1 (first two sentences), 2.2, 3 (first two sentences), 21.1 (first sentence), 25 (except the second sentence), 29.18, 29.20 and 29.24 and Exhibit B of the Master Lease; (iv) references in the following provisions to “Landlord” shall mean “Master Landlord”: Sections 1.1.2, 1.1.3, 4.2.4, 4.2.5, 4.3, 5.2, 8.2-8.5, 10.6, 11.2, 13, 14.3, 14.4, 22 (the last sentence), 23, 28, 29.5, 29.13 (the first four sentences), 29.26, 29.29 and 29.31; (v) references in Sections 6.4 and 10.1 to “Landlord” shall mean “Master Landlord” and “Sublandlord”; (vi) wherever there is a requirement to pay the costs and expenses of “Landlord,” Subtenant shall only be obligated to pay Master Landlord’s costs and expenses and not both Sublandlord’s and Master Landlord’s costs and expenses; (vii) all references to the Tenant Work Letter shall be deleted; (viii) at Subtenant’s request and at Subtenant’s sole cost and expense, Sublandlord shall exercise its rights under Section 4.6 of the Master Lease and share the results thereof with Subtenant; and (ix) subject to Master Landlord’s written consent, Subtenant may use the Hazardous Materials described in the Environmental Questionnaire attached hereto as Exhibit D. As between the parties hereto only, in the event of any inconsistencies between the terms and provisions of the Master Lease, as incorporated herein, and the express terms and provisions of this Sublease, the express terms and provisions of this Sublease shall govern. Sublessee shall Subtenant acknowledges that it has reviewed the Master Lease and hereby is familiar with all of the terms and conditions thereof. Subtenant further covenants and warrants that it fully understands and agrees to be subject to and bound by and to comply with all of the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms covenants, agreements, terms, provisions and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall governherein.

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other The terms, conditions and covenants respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are contradicted by this Sublease, in which event the terms of this Sublease shall be those stated control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease but only the word “Landlord” is used it shall be deemed to the extent that the terms of mean Sublandlord and wherever in the Master Lease relate the word “Tenant” is used it shall be deemed to mean Subtenant. Additionally, wherever in the Master Lease the word “Premises” is used it shall be deemed to mean the Subleased Premises. Any non-liability, except for (i) the basic rent obligations set forth release, indemnity or hold harmless provision in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and that upon any other person intended to be benefited by said provision, for the breach purpose of any of said termsincorporation by reference in this Sublease. Any non-liability, conditions release, indemnity or covenants of hold harmless provision in the Master Lease for the benefit of Sublandlord that is incorporated herein by Sublessee or upon reference, shall, to the failure extent possible under any legal theory, be deemed to inure to the benefit of both Sublandlord and Subtenant and any other person intended to be benefited by said provision, for the Sublessee to pay rent or comply with any purpose of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord incorporation by the Master Lease, as well as any and all rights and remedies granted to Sublessor by reference in this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term Any right of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (a) of access or inspection, (b) to do work in the Master Lease Premises or in the Building, (c) in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the extent applicable)benefit of Sublandlord, it has not been granted Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Sublandlord represents and warrants to Subtenant that as of the rights Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premises, and (ii) each of SublessorSublandlord and, as lessee under to Sublandlord’s knowledge, Landlord is in compliance with all of the terms and conditions of the Master Lease. Sublandlord covenants that it will not (without Subtenant’s prior written consent) amend or modify the Master Lease in any manner which would materially affect Subtenant’s rights and obligations under this Sublease; provided, such rights being specifically reserved however that the foregoing shall in no event limit the exercise by Sublessor, except to the extent granted to Sublessee hereunder. In the event Sublandlord of any inconsistencies between any express rights of the provisions of this Sublease and termination as set forth in the Master Lease, the terms of this Sublease shall governLease following a casualty or condemnation.

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms provisions of the Master Lease, Lease and agrees that this Sublease is and shall remain in all respects subordinate to and subject to the Master Lease and that any termination thereof shall likewise terminate amendments, modifications or supplements to the Master Lease hereafter made. The terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Master Lease are incorporated herein by reference and are made a part hereof, and shall, as between Sublessor and Sublessee (as if Sublessor were the lessor under the Master Lease and Sublessee were the lessee under the Master Lease) constitute the terms of this Sublease. Sublessee further hereby agrees thatto perform and comply with, in executing this Sublease for the benefit of Sublessor and assuming Master Landlord, the obligations of the lessee under the Master Lease (with respect to the extent applicable)Premises during the Term of this Sublease. Without limiting the foregoing: (a) Sublessee shall make payment of all rent due under the Master Lease as and when required to be paid pursuant to the Master Lease. Such payment shall be made by Sublessee directly to Master Landlord, it has not been granted any with concurrent notice thereof to Sublessor. (b) Sublessee shall be responsible for paying required costs of maintenance and improvements as required under the Master Lease. (c) Sublessee shall be responsible for maintaining all of the rights insurance required of Sublessor, as lessee the tenant under the Master Lease, such rights being specifically reserved endorsed to name Master Landlord and Sublessor as additional insureds, and all insurance required by Sublessorthe Contracts, except endorsed to the extent granted to Sublessee hereundername Sublessor as an additional insured. In addition, Sublessee shall obtain and keep in force a policy of excess liability coverage with a liability limit of $500,000,000, including coverage for pollution events, and all such insurance shall be endorsed to name Sublessor as an additional insured. Up to $100,000,000 of such insurance shall also be endorsed to name Master Landlord as an additional insured. (d) Sublessee will operate the event Premises in accordance with all legal and regulatory requirements. (e) Sublessee shall be responsible for preparing and delivering to Master Landlord the financial statements required pursuant to Section 21 of any inconsistencies between any of the provisions of this Sublease and the Master Lease, . (f) Sublessee shall be responsible for complying with the terms obligations of this Sublease shall governthe tenant under the Master Lease with respect to hazardous materials.

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms provisions of the Master Lease, Lease and agrees that this Sublease is and shall remain in all respects subordinate to and subject to the Master Lease and that any termination thereof shall likewise terminate amendments, modifications or supplements to the Master Lease hereafter made. The terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Master Lease are incorporated herein by reference and are made a part hereof, and shall, as between Sublessor and Sublessee (as if Sublessor were the lessor under the Master Lease and Sublessee were the lessee under the Master Lease) constitute the terms of this Sublease. Sublessee further hereby agrees thatto perform and comply with, in executing this Sublease for the benefit of Sublessor and assuming Master Landlord, the obligations of the lessee under the Master Lease (with respect to the extent applicable)Premises during the Term of this Sublease. Without limiting the foregoing: (a) Sublessee shall make payment of all rent due under the Master Lease as and when required to be paid pursuant to the Master Lease. Such payment shall be made by Sublessee directly to Master Landlord, it has not been granted any with concurrent notice thereof to Sublessor. (b) Sublessee shall be responsible for paying required costs of maintenance and improvements as required under the Master Lease. (c) Sublessee shall be responsible for maintaining all of the rights insurance required of Sublessor, as lessee the tenant under the Master Lease, such rights being specifically reserved endorsed to name Master Landlord and Sublessor as additional insureds and all insurance required by Sublessorthe Contracts, except endorsed to the extent granted to Sublessee hereundername Sublessor as an additional insured. In addition, Sublessee shall obtain and keep in force a policy of excess liability coverage with a liability limit of $500,000,000, including coverage for pollution events, and all such insurance shall be endorsed to name Sublessor as an additional insured. Up to $100,000,000 of such insurance shall also be endorsed to name Master Landlord as an additional insured. (d) Sublessee will operate the event Premises in accordance with all legal and regulatory requirements. (e) Sublessee shall be responsible for preparing and delivering to Master Landlord the financial statements required pursuant to Section 26 of any inconsistencies between any of the provisions of this Sublease and the Master Lease, . (f) Sublessee shall be responsible for complying with the terms obligations of this Sublease shall governthe tenant under the Master Lease with respect to hazardous materials.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound are incorporated herein by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordreference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master if they were Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master LeaseTenant, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees thatrespectively, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, ) constitute the terms of this Sublease except to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by, the terms of this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease And the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain. (c) The following provisions of the Master Lease are specifically excluded: Sections 1.4, 2.2, 4.6, 5.3, 6.5, 7.1, and 23, and Exhibit B and Exhibit F. (d) Notwithstanding the foregoing, Subtenant may use twenty-five percent (25%) of the roof (to the extent such roof space is not needed to service the Building and such use does not interfere with Tenant’s use of its Premises and/or its business operations) subject to the receipt of the Landlord’s consent in accordance with the Master Lease.

Incorporation of Terms of Master Lease. It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and (iii) Articles 16 through 18, --------- inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premisesare incorporated herein by reference, except for and shall, as between Sublandlord and Subtenant (i) the basic rent obligations set forth in as if they were "Landlord" and "Tenant," respectively, under the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with ) constitute the Master Lease with respect terms of this Sublease except to the Subleased Premises and to satisfy all applicable extent that they are inapplicable to, inconsistent with, or modified by, the terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease. Notwithstanding the foregoing, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the extent provisions of the Master Lease which have been incorporated as provisions of this Sublease require are unique and personal to Sublandlord's interest in the written consent of Building pursuant to the Master Landlord, said provisions shall be construed to require Lease or are indicated on the written consent of both attached Exhibit "A" as intentionally omitted from the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent Lease, Subtenant shall not be unreasonably withheld or delayedrequired to comply with such provisions. Sublessee hereby acknowledges that it has read Provisions which are personal and is familiar with unique to Sublandlord under the terms Master Lease include, but are not limited to, Paragraphs 17, 18 and 19 of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, including, without limitation, the provisions of Sections 10(c) and 10(f) thereof, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) In the event of any taking by eminent domain or casualty to the Sublease Premises such that Subtenant is deprived of the use and occupancy of greater than fifty percent (50%) of the Sublease Premises for a period in excess of ninety (90) days, Subtenant and Sublandlord shall each have the right to terminate this Sublease upon not less than thirty (30) days written notice to the other. In the event of any such taking by eminent domain or casualty such that Subtenant is deprived of fifty percent (50%) or less of the use and occupancy of the Sublease Premises, or in the event Subtenant elects to continue occupancy of the remaining portion of the Sublease Premises after the occurrence of a taking or casualty giving Subtenant a right to terminate this Sublease, the Rent shall be proportionally reduced for the portion of the Term during which Subtenant is prevented from using and occupying the damaged or taken portion of the Sublease Premises. Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain, and Subtenant shall have no rights to any portion of the award in any eminent domain proceeding affecting the Sublease Premises. (c) During the Term, Subtenant shall not be required to maintain casualty insurance policies and coverages with respect to the Sublease Premises and Subtenant shall be named as an additional insured under such policies maintained by Sublandlord (to the extent of Subtenant's interest in the Sublease Premises), evidence of such coverage to be in the form of a certificate of insurance provided by Sublandlord to Subtenant; PROVIDED, HOWEVER, such policies and coverages maintained by Sublandlord with respect to the Building and the Sublease Premises shall not include coverage for Subtenant's personal property and Subtenant, at its sole cost and expense, shall maintain such policies and coverages with respect to its personal property as it may elect. During the Term, Subtenant shall maintain a policy of comprehensive general liability insurance with respect to its occupancy of, and activities on, the Sublease Premises and related common areas, which coverage shall be subject to any required waivers of subrogation as are described under Paragraph 16 of the Master Lease and shall have a minimum policy limit of $4,000,000 and shall otherwise meet the requirements of the Master Lease for such insurance coverage. All such policies shall name Sublandlord, Landlord and any other party required to be so named under the Master Lease as additional insureds thereunder and shall be with carriers reasonably acceptable to Sublandlord and, in all events, in accordance with the requirements of the Master Lease except as otherwise provided hereinabove. In the event Subtenant elects to carry its own policies of casualty insurance with respect to the Sublease Premises, all such policies shall name Sublandlord as an additional insured thereunder.

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee Subtenant hereby acknowledges that it has read and is familiar with the terms provisions of the Master Lease, Lease (as redacted herein) and agrees that this Sublease is and shall remain in all respects subordinate to and subject to the Master Lease and any amendments, modifications or supplements to the Master Lease hereafter made, provided that Sublandlord shall not enter into any termination thereof shall likewise terminate amendment, modification or supplement of the Master Lease without the prior written consent of Subtenant if such amendment, modification or supplement would materially increase the obligations of the Subtenant or materially decrease its rights under this Sublease. Sublessee further agrees that, All waivers of claims against or exculpations of Landlord contained in executing this Sublease the Master Lease shall run in favor of each of Master Landlord and assuming the obligations Sublandlord. All rights of lessee approval granted to Master Landlord under the Master Lease shall run in favor of each of Master Landlord and Sublandlord. If Master Landlord approval is required under the Master Lease and withholds such approval, Sublandlord’s withholding of its approval shall be deemed reasonable. Notwithstanding the foregoing, whenever the consent of Master Landlord shall be required by, or Master Landlord shall fail to perform its obligations under, the Master Lease, upon Subtenant’s request to Sublandlord to do so, Sublandlord shall use commercially reasonable efforts, as reasonably indicated under the circumstances, to secure such performance or consent by Master Landlord under the Master Lease. Except as otherwise expressly provided to the contrary in this Sublease, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Master Lease are incorporated herein by reference and are made a part hereof, and shall, as between the Sublandlord and the Subtenant (as if the Sublandlord were the “Lessor” under the Master Lease and the Subtenant were the “Lessee” under the Master Lease), constitute the terms of this Sublease except to the extent applicable)that such terms are inapplicable, it has not been granted any inconsistent with, or modified by the terms of this Sublease and except that with respect to each obligation or act of Subtenant to be performed under this Sublease, whenever the rights Master Lease grants to “Lessee” a specified number of Sublessor, as lessee days to perform its obligations or acts under the Master Lease, such rights being specifically reserved by Sublessorthen Subtenant shall have two (2) fewer days, except with respect to each obligation or act that relates to the extent granted payment of money (but in no case less than two (2) business days), and ten (10) fewer days, with respect to Sublessee hereundereach non-monetary obligation or act, to perform the applicable obligation or act (but in no case less than ten (10) business days). In If any provision of this Sublease is inconsistent with or differs from any provision of the Master Lease, then the provision of this Sublease shall control, it being expressly agreed and understood that in the event of any inconsistencies a conflict between any of the provisions of this Sublease and the provisions of the Master Lease, then, as between Sublandlord and Subtenant, the terms provisions of this Sublease shall governcontrol. The provisions of the Master Lease which do not relate to and concern the Subleased Premises are not incorporated into this Sublease, and it is expressly agreed and understood that Subtenant shall not be entitled to exercise or enjoy any renewal options, expansion options, purchase options and other similar rights and benefits granted to Sublandlord as the “Lessee” under the Master Lease. Notwithstanding the foregoing, as between the Sublandlord and the Subtenant, the following provisions of the Master Lease shall not apply (and all cross references in the Master Lease to such provisions shall be deemed deleted) and shall be of no force or effect with respect to this Sublease: Basic Lease Information The entirety of such information. 1 The first sentence of Paragraph 1 to the extent the premises being leased to Subtenant is limited to the Subleased Premises.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of subordinate to the other terms, conditions Sublease and covenants of this Sublease shall be those stated in the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sub-Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable)incorporated into the Sublease) are incorporated herein by reference, it has not been granted any of the rights of Sublessorand shall, as lessee between Sub-Sublandlord and Sub-Subtenant (as if they were Landlord and Tenant, respectively, under the Master Lease, such rights being specifically reserved by Sublessorand Sublandlord and Subtenant, respectively, under the Sublease) constitute the terms of this Sub-Sublease except to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by the terms of this Sub-Sublease. In the event of any inconsistencies between the terms and provisions of the Master Lease and the Sublease, on the one hand, and the terms and provisions of this Sub-Sublease, on the other hand, as and between Sub-Sublandlord and Sub-Subtenant, the terms and provisions of this Sub-Sublease shall govern. Sub-Sublandlord represents and warrants that (a) the copies of the Master Lease attached hereto as EXHIBIT A, and the Sublease attached hereto as EXHIBIT B, are true and complete copies thereof, and except as set forth in EXHIBIT B, there are no additional agreements between Sub-Sublandlord and Sublandlord with respect to the Sublease Premises, and (b)to the best of Sub-Sublandlord's actual knowledge, there are no defaults on the part of either Landlord or Sublandlord under the Master Lease, nor defaults on the part of either Sublandlord or Sub-Sublandlord under the Sublease, and no event has occurred which, with the giving of notice and the passage of time, would constitute a default under the Master Lease or the Sublease. Furthermore, Sub-Sublandlord shall not modify or amend the Sublease in any way that would materially adversely affect Sub-Subtenant's use of, access to or quiet enjoyment of the Sublease Premises or that would materially increase Sub-Subtenant's obligations, or materially diminish Sub-Subtenant's rights, under this Sub-Sublease without Sub-Subtenant's consent, which consent Sub-Subtenant may withhold in its sole but reasonable discretion. Sub-Subtenant acknowledges that it has reviewed the Master Lease and the Sublease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are incorporated subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for the purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Sub-Subtenant shall be required to obtain the approval or consent of Sublandlord, Sub-Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Sublandlord to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Sub-Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to Landlord, Sublandlord and Sub-Sublandlord. In any such instance, Sub-Sublandlord reasonably shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) Sub-Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain or to perform any services or other obligations of Landlord under the Master Lease. (iv) In each instance in which the Master Lease affords Sub-Sublandlord a period within which to cure a breach or event of default, such period, as applied to Sub-Subtenant, shall expire two (2) business days before the expiration of the cure period specified in the Master Lease; provided, however, that if such period is two (2) business days or fewer, Sub-Subtenant shall have two (2) business days to perform. (c) The following provisions of the Master Lease are specifically excluded from incorporation in this Sublease: Section 1 (except for the references therein to the Project, the Building, Expenses, and After-Hours Charges, which are incorporated to the extent consistent with the provisions of this Sub-Sublease), the third sentence of Section 2(a) insofar as the size of the Sublease Premises is concerned, Section 2(e), the provisions set forth on pages 2(a), 2(b) and 2(c) of the Master Lease (which pertain to the Additional Premises), 3, the provisions in Section 4(a) designated by *, **, ***, and +, 8, 9, 10, the sentence in Section 15 designated by *** on page 16(a) of the Master Lease, the sentence in Section 17 designated by *** on page 20(a) of the Master Lease, 17(h), the sentence in Section 20 designated by * on page 22 of the Master Lease, 25, 28, that portion of Section 30 set forth on page 34(a) of the Master Lease, 32, 39(c), 39(g), 39(h), 41, 43, 44, 45, 46, 47(b), the second and third sentences of Section 47(c), Exhibits A, X-0, X-0, B, C and D to the Master Lease, all references to Landlord's Expense Stop and Base Year Costs inconsistent with the terms hereof, and the provisions of the First and Second Amendments. Sections 2(a) through (f) and Sections 4, 5 and 6 of the Agreement Regarding Lease are specifically excluded from incorporation in this Sub-Sublease. With respect to the Modification of Agreement Regarding Lease, Sections 3 and 4 are specifically excluded from incorporation in this Sub-Sublease. The exclusion of certain provisions of the Master Lease from incorporation into this Sub-Sublease shall not in any way limit or affect the obligations of Landlord to Sublandlord and, subject to the applicable conditions and limitations set forth in this Sub-Sublease, Sublandlord to enforce Landlord's compliance with such obligations. (d) For the purposes of incorporation herein, the terms of the Sublease are incorporated subject to the following additional modifications: (i) In all provisions of the Sublease (under the terms thereof and without regard to modifications thereof for the purposes of incorporation into this Sub-Sublease) requiring the approval or consent of Sublandlord, Sub-Subtenant shall be required to obtain the approval or consent of Sublandlord, Sub-Sublandlord and Landlord. (ii) In all provisions of the Sublease requiring Sub-Sublandlord to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Sub-Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to Landlord, Sublandlord and Sub-Sublandlord. In any such instance, Sub-Sublandlord reasonably shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) Sub-Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain or to perform any services or other obligations of Sublandlord under the Sublease. (iv) In each instance in which the Sublease affords Sub-Sublandlord a period within which to cure a breach or event of default (and such period is in addition to or different from the cure period set forth in the Master Lease), such period, as applied to Sub-Subtenant, shall expire two (2) business days before the expiration of the cure period specified in the Sublease; provided, however, that if such period is two (2) business days or fewer, Sub-Subtenant shall have two (2) business days to perform. (e) The following provisions of the Sublease are specifically excluded from incorporation in this Sub-Sublease: the Recitals, Sections 1, 2, 4(a), 4(e), 5, 6, 7, 11, 14, 15, 16, 18, 20, 21, 24, 29, 32, 33, and 36. The exclusion of certain provisions of the Sublease from incorporation into this Sub-Sublease shall governnot in any way limit or affect the obligations of Sublandlord to Sub-Sublandlord and, subject to the applicable conditions and limitations set forth in this Sublease, Sub-Sublandlord to enforce Sublandlord's compliance with such obligations. (f) So long as Sub-Subtenant is not in default under this Sublease, Sub-Sublandlord agrees to pay rent due under the Sublease and otherwise perform all of Sub-Sublandlord's Master Lease and Sublease obligations ("Obligations") except to the extent (i) such Obligations are the obligations of Sub-Subtenant under this Sublease, (ii) Sub-Sublandlord's performance of such Obligations is dependent upon the performance by Sub-Subtenant of certain obligations which Sub-Subtenant has failed to perform, or (iii) Sub-Sublandlord's failure to perform such obligations results from acts or omissions of Sub-Subtenant in violation of this Sub-Sublease, the Sublease or the Master Lease. Sub-Sublandlord and Landlord shall not amend or modify the Sublease in any way so as to materially and adversely affect Sub-Subtenant or its interest hereunder, materially increase Sub-Subtenant's obligations hereunder or materially restrict Sub-Subtenant's rights hereunder, without the prior written consent of Subtenant, which shall not be unreasonably withheld or delayed.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premisesare incorporated herein by reference, except for and shall, as between Sublandlord and Subtenant (i) the basic rent obligations set forth in as if they were "Landlord" and "Tenant," respectively, under the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with ) constitute the Master Lease with respect terms of this Sublease except to the Subleased Premises and to satisfy all applicable extent that they are inapplicable to, inconsistent with, or modified by, the terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease. Notwithstanding the foregoing, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the extent provisions of the Master Lease which have been incorporated as provisions of this Sublease require are unique and personal to Sublandlord's interest in the written consent of Buildings pursuant to the Master Landlord, said provisions shall be construed to require Lease or are indicated on the written consent of both attached Exhibit "A" as intentionally omitted from the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent Lease, Subtenant shall not be unreasonably withheld or delayedrequired to comply with such provisions. Sublessee hereby acknowledges that it has read Provisions which are personal and is familiar with unique to Sublandlord under the terms Master Lease include, but are not limited to, Paragraphs 17, 18 and 19 of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, including, without limitation, the provisions of Sections 10(c) and 10(f) thereof, TOWNE CENTRE Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) In the event of any taking by eminent domain or casualty to the Sublease Premises such that Subtenant is deprived of the use and occupancy of greater than fifty percent (50%) of the Sublease Premises for a period in excess of ninety (90) days, Subtenant and Sublandlord shall each have the right to terminate this Sublease upon not less than thirty (30) days written notice to the other. In the event of any such taking by eminent domain or casualty such that Subtenant is deprived of fifty percent (50%) or less of the use and occupancy of the Sublease Premises, or in the event Subtenant elects to continue occupancy of the remaining portion of the Sublease Premises after the occurrence of a taking or casualty giving Subtenant a right to terminate this Sublease, the Rent shall be proportionally reduced for the portion of the Term during which Subtenant is prevented from using and occupying the damaged or taken portion of the Sublease Premises. Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain, and Subtenant shall have no rights to any portion of the award in any eminent domain proceeding affecting the Sublease Premises. (c) During the Term, Subtenant shall not be required to maintain casualty insurance policies and coverages with respect to the Sublease Premises and Subtenant shall be named as an additional insured under such policies maintained by Sublandlord (to the extent of Subtenant's interest in the Sublease Premises), evidence of such coverage to be in the form of a certificate of insurance provided by Sublandlord to Subtenant; provided, --------- however, such policies and coverages maintained by Sublandlord with respect ------- to the Buildings and the Sublease Premises shall not include coverage for Subtenant's personal property and Subtenant, at its sole cost and expense, shall maintain such policies and coverages with respect to its personal property as it may elect. During the Term, Subtenant shall maintain a policy of comprehensive general liability insurance with respect to its occupancy of, and activities on, the Sublease Premises and related common areas, which coverage shall be subject to any required waivers of subrogation as are described under Paragraph 16 of the Master Lease and shall have a minimum policy limit of $4,000,000 and shall otherwise meet the requirements of the Master Lease for such insurance coverage. All such policies shall name Sublandlord, Landlord and any other party required to be so named under the Master Lease as additional insureds thereunder and shall be with carriers reasonably acceptable to Sublandlord and, in all events, in accordance with the requirements of the Master Lease except as otherwise provided hereinabove. In the event Subtenant elects to carry its own policies of casualty insurance with respect to the Sublease Premises, all such policies shall name Sublandlord as an additional insured thereunder.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound are incorporated herein by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordreference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the if they were Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master LeaseTenant, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees thatrespectively, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, ) constitute the terms of this Sublease except to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by, the terms of this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Master Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Master Landlord. Notwithstanding the foregoing, whenever the consent or approval of Sublandlord and Master Landlord are required, Sublandlord covenants and agrees to process such request for consent or approval and provided that Master Landlord shall consent or approve such request, Sublandlord shall also consent or approve such request provided that said request does not materially increase Sublandlord’s obligations, liability or duties to Master Landlord or to Subtenant; provided that in no event shall Sublandlord be required to expend any additional sums as a result of any such consent or approval, nor shall any consent to a modification or the proposed modification create or potentially create any economic detriment to Landlord nor have any likelihood of creating any economic detriment of a material nature unless Subtenant provides to Landlord adequate written assurances and a security deposit reasonably acceptable to Sublandlord with respect to such potential economic detriment. Any modification without Sublandlord’s consent shall release Sublandlord under the Master Lease and the Sublease from such modification. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Master Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Master Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound are incorporated herein by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordreference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master if they were Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master LeaseTenant, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees thatrespectively, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, ) constitute the terms of this Sublease except to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by, the terms of this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has the Master Lease and is familiar with the terms and conditions thereof. Subtenant shall have the same right to Allotted Parking under the Master Lease as enjoyed by Sublandlord. (b) For the purposes on incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) Sublandlord shall have no obligation to restore or rebuild any potion of the Sublease Premises after any destruction or taking by eminent domain. (iv) Notwithstanding anything herein or in the Master Lease to the contrary, Subtenant shall have the right to terminate this Sublease on thirty (30) days prior written notice to Sublandlord if more than half of the Sublease Premises is rendered untenantable, inaccessible or unusable by a fire or other casualty and cannot be restored or repaired to substantially the condition existing prior to such fire or other casualty within ninety (90) days after the occurrence thereof. (c) The following provisions of the Master Lease are specifically excluded in their entirety: Articles 33, 46, 60, 61 and 62. (d) Sublandlord represents that the Master Lease is (and will be on the Sublease Commencement Date) in full force and effect, without modification, and Sublandlord is not in default thereunder, nor is Landlord, and Sublandlord has received no notice of default thereunder which remains uncured.

Incorporation of Terms of Master Lease. It is expressly understoodExcept for the terms, acknowledged covenants and agreed by Sublessee that all conditions set forth in Articles 1 through 6 (other than provisions of Paragraph 6 of the other Fourth Amendment to Master Lease applicable to an allowance for improvements to the Premises, except as modified by Paragraph 6.2 of this Sublease), 9, 11, 12, 21, 31, and 38 through 40 and Sections 7.3 and 7.4, 16.1 through 16.6, 24.1 through 24.3, and 42.12 of the Master Lease and except to the extent the terms, covenants and conditions and covenants of the Master Lease conflict with the provisions of this Sublease, this Sublease shall be those stated in subject to all the Master Lease but only to the extent that the terms terms, covenants and conditions of the Master Lease relate to the Subleased Premisesextent such terms, except for covenants, and conditions are applicable to the Premises subleased pursuant to this Sublease, all of which are herein incorporated by reference (icollectively, the "Incorporated Provisions"). Sublessee shall not commit or permit to be committed on the Premises or any other portion of the Project any act or omission which violates any term or condition of the Master Lease, including, without limitation, any term or condition of Section 41 (Hazardous Materials) the basic rent obligations set forth in of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy have all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordrights, and that upon the breach of any of said terms, conditions or covenants assume all of the Master Lease by Sublessee or upon the failure obligations and perform all of the Sublessee to pay rent or comply with any duties of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease(i.e., as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee Tenant under the Master Lease, such rights being specifically reserved by Sublessor, except ) under the Incorporated Provisions to the extent granted such rights, obligations and duties are applicable to Sublessee hereunderthe Premises subleased pursuant to this Sublease. Sublessor shall have all of the rights, assume all of the obligations and perform all of the duties of Landlord (i.e., as Sublessor under this Sublease) under the Incorporated Provisions to the extent such rights, obligations and duties are applicable to the Premises subleased pursuant to this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern.. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of subordinate to the other terms, conditions and covenants of Master Lease. Subject to the modifications set forth in this Sublease shall be those stated and except as set forth in the Master Lease but only to the extent that subparagraph (vii) below, the terms of the Master Lease relate to the Subleased Premisesare incorporated herein by reference, except for and shall, as between Sublandlord and Subtenant (i) the basic rent obligations set forth in as if they were Landlord and Tenant, respectively, under the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with ) constitute the Master Lease with respect terms of this Sublease except to the Subleased Premises and to satisfy all applicable extent that they are inapplicable to, inconsistent with, or modified by, the terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, only insofar as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation they apply to the Sublessee under Sublease Premises and not to the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination portions of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee Premises under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Subtenant shall deliver such evidence, certificate or other matter or thing to Sublandlord at least two (2) business days prior to the date due to Landlord, and Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory in Sublandlord’s reasonable judgment. (iii) Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain; it being understood, however, that Subtenant shall have the right to terminate this Sublease by written notice to Sublandlord if the Sublease Premises (excluding any Alterations to the Sublease Premises made by Subtenant) are not restored to a substantially repaired condition (such that the same are suitable for the usual conduct of Subtenant’s business therefrom) within the time frames required under the Master Lease following any such destruction or taking by eminent domain. (iv) Subtenant shall not be entitled to any allowances (design, construction, moving or any other allowances) granted to Tenant under the Master Lease. (v) With respect to any non-monetary obligation of Subtenant to be performed under this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days to perform its obligations under the Master Lease, except where a specific number of days is provided in this Sublease, Subtenant shall have (a) five (5) fewer days to perform such obligations, including, without limitation, curing any defaults. (vi) To the extent the Master Lease has been incorporated herein, Sublandlord shall have the rights and benefits of the Landlord under the Master Lease, but Sublandlord (a) shall have no obligation to Subtenant to perform the duties of Landlord under the Master Lease (including, without limitation, duties relating to the condition, maintenance, repair, building services, rebuilding, restoration, security and operation of the Sublease Premises or Building and compliance of the Sublease Premises with Applicable Laws); provided, however, that Sublandlord shall be required to exercise its right to repair under paragraph I of the General Conditions to the Master Lease if Landlord fails to perform its repair obligations under the Master Lease and (i) such failure materially and adversely impairs Subtenants ability to use the Sublease Premises or any material portion thereof for the operation of its business pursuant to the terms of this Sublease, (ii) such failure poses a material and imminent risk to the health or safety of persons and (iii) Subtenant advances all costs of repair to Sublandlord; (b) shall have no liability whatsoever to Subtenant for, and does not herein make for, the benefit of Subtenant any of, the representations, warranties, indemnities, releases or waivers of Landlord under the Master Lease, and (c) shall (without in any way limiting or altering its obligation to use commercially reasonable efforts at Subtenant’s sole cost and expense to cause Landlord to perform its obligations under the Master Lease) have no liability to Subtenant for Landlord’s negligence, willful misconduct or breach of or failure to perform any of Landlord’s duties under the Master Lease. In connection with any advances made by Subtenant due to Landlord’s failure to comply with repair obligations, Sublandlord shall take all commercially reasonable efforts, at Subtenant’s sole cost and expense, to obtain reimbursement of such expenses from Landlord. (vii) The following provisions of the Master Lease are specifically excluded and are not incorporated into and made a part of this Sublease: Fundamental Lease Provisions (a), (b), (d), (f), (i), (j), (k), (1), (m), (n), (o), (p), (s), (u), (v), (w), (x), and (y); General Conditions D, E, G, and I; Article 1; Article 2; Sections 3.4, 4.1, 4.4(g), 4.5, 5.1, 10.4, Article 11; Section 12.3(1)(C); Article 15; Article 16; Article 17; Section

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premisesare incorporated herein by reference, except for and shall, as between Sublandlord and Subtenant (i) the basic rent obligations set forth in as if they were "Landlord" and "Tenant," respectively, under the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with ) constitute the Master Lease with respect terns of this Sublease except to the Subleased Premises and to satisfy all applicable extent that they are inapplicable to, inconsistent with, or modified by, the terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease. Notwithstanding the foregoing, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the extent provisions of the Master Lease which have been incorporated as provisions of this Sublease require are unique and personal to Sublandlord's interest in the written consent of Building pursuant to the Master Landlord, said provisions shall be construed to require Lease or are indicated on the written consent of both attached Exhibit "A" as intentionally omitted from the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent Lease, Subtenant shall not be unreasonably withheld or delayedrequired to comply with such provisions. Sublessee hereby acknowledges that it has read Provisions which are personal and is familiar with unique to Sublandlord under the terms Master Lease include, but are not limited to, Paragraphs 17, 18 and 19 of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, including, without limitation, the provisions of Sections 10(c) and 10(f) thereof, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) In the event of any taking by eminent domain or casualty to the Sublease Premises such that Subtenant is deprived of the use and occupancy of greater than fifty percent (50%) of the Sublease Premises for a period in excess of sixty (60) days, Subtenant and Sublandlord shall each have the right to terminate this Sublease upon not less than thirty (30) days written notice to the other. In the event of any such taking by eminent domain or casualty such that Subtenant is deprived of fifty percent (50%) or less of the use and occupancy of the Sublease Premises, or in the event Subtenant elects to continue occupancy of the remaining portion of the Sublease Premises after the occurrence of a taking or casualty giving Subtenant a right to terminate this Sublease, the Rent shall be proportionally reduced for the portion of the Term during which Subtenant is prevented from using and occupying the damaged or taken portion of the Sublease Premises. Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain, and Subtenant shall have no rights to any portion of the award in any eminent domain proceeding affecting the Sublease Premises. (iv) Subtenant shall not be required to comply with the following provisions of the Master Lease: (A) Paragraph 3(c), without, however, limiting in any way the provisions of Section 15 of this Sublease. (B) Paragraph 3(e). (C) Paragraph 7, other than Subtenant's responsibility for costs of curing any Environmental Violations arising from the acts or omissions of Subtenant and costs of Subtenant complying with all Legal Requirements attributable to its use and occupancy of the Sublease Premises, including fines, penalties and interest arising from Subtenant's violation thereof. (D) Paragraph 8. (E) Paragraph 9(b) to the extent it applies to Escrow Payments imposed on Sublandlord as a result of a Monetary Event of Default by Sublandlord under the Master Lease which is not the result of a default by Subtenant under this Sublease, however Subtenant shall, in all events, be responsible for Escrow Charges comprising real estate taxes on the Sublease Premises imposed as a result of alterations to the Sublease Premises made by, or for, Subtenant during the Term. (F) Paragraph 10(b) to the extent any such Easement Agreements materially adversely interfere with Subtenant's permitted use of the Sublease Premises as described in Section 3 above or with Subtenant's right to occupy the Sublease Premises pursuant to the terms and provisions of this Sublease. (G) Paragraph 10(i). (H) Paragraph 12(a), to the extent it requires Subtenant to (i) repair or maintain Building Systems Equipment, it being expressly acknowledged by Subtenant hereunder that it has no right to repair or maintain any Building Systems Equipment, (ii) maintain the Adjoining Property, or (iii) make Alterations. (I) Paragraph 12(b). (J) Paragraph 13. (K) Paragraph 15(a), to the extent it requires indemnity from Subtenant for the acts or omissions of any Person other than Subtenant, its agents, employees, representatives, parents, affiliates or subsidiaries, or any Person acting on behalf of, or with the permission of, or at the sufferance of, Subtenant and only in connection with events on, about or arising from the Sublease Premises. (L) Paragraph 16(a)(i), (ii) and (iv), except to the extent referred to in Section 8(c) below. (M) Paragraph 22(a)(iv)-(vii), (x), (xi), (xiii), (xv), (xvi) and (xvii). (N) Paragraph 23 (g). (O) Paragraph 28. (P) Paragraph 29. (Q) Paragraph 30. (R) Paragraph 31. (S) Paragraph 33. (c) During the Term, Subtenant shall not be required to maintain casualty insurance policies and coverages with respect to the Sublease Premises and Subtenant shall be named as an additional insured under such policies maintained by Sublandlord (to the extent of Subtenant's interest in the Sublease Premises), evidence of such coverage to be in the form of a certificate of insurance provided by Sublandlord to Subtenant; provided, however, such policies and coverages maintained by Sublandlord with respect to the Building and the Sublease Premises shall not include coverage for Subtenant's personal property and Subtenant, at its sole cost and expense, shall maintain such policies and coverages with respect to its personal property as it may elect. During the Term, Subtenant shall maintain a policy of comprehensive general liability insurance with respect to its occupancy of, and activities on, the Sublease Premises and related common areas, which coverage shall be subject to any required waivers of subrogation as are described under Paragraph 16 of the Master Lease and shall have a minimum policy limit of $4,000,000 and shall otherwise meet the requirements of the Master Lease for such insurance coverage. All such policies shall name Sublandlord, Landlord and any other party required to be so named under the Master Lease as additional insureds thereunder and shall be with carriers reasonably acceptable to Sublandlord and, in all events, in accordance with the requirements of the Master Lease except as otherwise provided hereinabove. In the event Subtenant elects to carry its own policies of casualty insurance with respect to the Sublease Premises, all such policies shall name Sublandlord as an additional insured thereunder. Sublandlord and Subtenant each hereby waive all rights of subrogation with respect to claims covered by the property insurance carried respectively by Sublandlord and Subtenant pursuant to the terms of this Sublease. (d) Sublandlord and Subtenant acknowledge that this Sublease is of short duration in relation to the term of the Master Lease and, as a result, the parties do not intend that Subtenant shall be required to comply with any obligations or requirements under the Master Lease (except those which are specifically referenced as an obligation of Subtenant under this Sublease) which are of a character or nature as is reasonably determined to be inconsistent with the scope and Term of occupancy of the Sublease Premises by Subtenant under this Sublease. In the event of a dispute regarding Subtenant's obligation to comply with any such obligations or requirements of the Master Lease, the terms determination of this the applicability of such obligations or requirements shall be made by Sublandlord and Subtenant in good faith with reference to current statutory and case law in California interpreting the relative obligations of a landlord and tenant in circumstances similar to the Sublease with respect to the nature of the obligation for which compliance is sought. In the event Sublandlord and Subtenant are unable to reasonably agree on the scope of responsibility of such obligation for which compliance is sought under the Master Lease, each party shall governrefer the matter to its most senior executive who shall jointly attempt to resolve such issue not later than five (5) business days after such reference. In the event such reference is unsuccessful, each party may exercise its rights and remedies under law with respect to a final determination of such dispute.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premisesare incorporated herein by reference, except for and shall, as between Sublandlord and Subtenant (i) the basic rent obligations set forth in as if they were "Landlord" and "Tenant," respectively, under the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with ) constitute the Master Lease with respect terms of this Sublease except to the Subleased Premises and to satisfy all applicable extent that they are inapplicable to, inconsistent with, or modified by, the terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease. Notwithstanding the foregoing, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the extent provisions of the Master Lease which have been incorporated as provisions of this Sublease require are unique and personal to Sublandlord's interest in the written consent of Building pursuant to the Master Landlord, said provisions shall be construed to require Lease or are indicated on the written consent of both attached Exhibit "A" as intentionally omitted from the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent Lease, Subtenant shall not be unreasonably withheld or delayedrequired to comply with such provisions. Sublessee hereby acknowledges that it has read Provisions which are personal and is familiar with unique to Sublandlord under the terms Master Lease include, but are not limited to, Paragraphs 17, 18 and 19 of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, including, without limitation, the provisions of Sections 10(c) and 10(f) thereof, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) In the event of any taking by eminent domain or casualty to the Sublease Premises such that Subtenant is deprived of the use and occupancy of greater than fifty percent (50%) of the Sublease Premises for a period in excess of sixty (60) days, Subtenant and Sublandlord shall each have the right to terminate this Sublease upon not less than thirty (30) days written notice to the other. In the event of any such taking by eminent domain or casualty such that Subtenant is deprived of fifty percent (50%) or less of the use and occupancy of the Sublease (iv) Subtenant shall not be required to comply with the following provisions of the Master Lease: (A) Paragraph 3(c), without, however, limiting in any way the provisions of Section 15 of this Sublease. (B) Paragraph 3(e). (C) Paragraph 9(b) to the extent it applies to Escrow Payments imposed on Sublandlord as a result of a Monetary Event of Default by Sublandlord under the Master Lease which is not the result of a default by Subtenant under this Sublease, however Subtenenat shall, in all events, be responsible for Escrow Charges comprising real estate taxes on the Sublease Premises imposed as a result of alterations to the Sublease Premises made by, or for, Subtenant during the Term. (D) Paragraph 10(i). (E) Paragraph 12(a), to the extent it requires Subtenant to repair or maintain Building Systems Equipment, it being expressly acknowledged by Subtenant hereunder that it has no right to repair or maintain any Building Systems Equipment. (F) Paragraph 15(a), to the extent it requires indemnity from Subtenant for the acts or omissions of any Person other than Subtenant, its agents, employees, representatives, parents, affiliates or subsidiaries, or any Person acting on behalf of, or with the permission of, or at the sufferance of, Subtenant and only in connection with events on, about or arising from the Sublease Premises. (c) During the Term, Subtenant shall not be required to maintain casualty insurance policies and coverages with respect to the Sublease Premises and Subtenant shall be named as an additional insured under such policies maintained by Sublandlord (to the extent of Subtenant's interest in the Sublease Premises), evidence of such coverage to be in the form of a certificate of insurance provided by Sublandlord to Subtenant; provided, however, such policies and coverages maintained by Sublandlord with respect to the Building and the Sublease Premises shall not include coverage for Subtenant's personal property and Subtenant, at its sole cost and expense, shall maintain such policies and coverages with respect to its personal property as it may elect. During the Term, Subtenant shall maintain a policy of comprehensive general liability insurance with respect to its occupancy of, and activities on, the Sublease Premises and related common areas, which coverage shall be subject to any required (d) Sublandlord and Subtenant acknowledge that this Sublease is of short duration in relation to the term of the Master Lease and, as a result, the parties do not intend that Subtenant shall be required to comply with any obligations or requirements under the Master Lease (except those which are specifically referenced as an obligation of Subtenant under this Sublease) which are of a character or nature as is reasonably determined to be inconsistent with the scope and Term of occupancy of the Sublease Premises by Subtenant under this Sublease. In the event of a dispute regarding Subtenant's obligation to comply with any such obligations or requirements of the Master Lease, the terms determination of this the applicability of such obligations or requirements shall be made by Sublandlord and Subtenant in good faith with reference to current statutory and case law in California interpreting the relative obligations of a landlord and tenant in circumstances similar to the Sublease with respect to the nature of the obligation for which compliance is sought. In the event Sublandlord and Subtenant are unable to reasonably agree on the scope of responsibility of such obligation for which compliance is sought under the Master Lease, each party shall governrefer the matter to its most senior executive who shall jointly attempt to resolve such issue not later than five (5) business days after such reference. In the event such reference is unsuccessful, each party may exercise its rights and remedies under law with respect to a final determination of such dispute.

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other (a) The terms, conditions and covenants respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease shall be those stated control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease but only the word "Landlord" is used it shall be deemed to the extent that the terms of mean Sublandlord and wherever in the Master Lease relate the word "Tenant" is used it shall be deemed to the Subleased Premisesmean Subtenant. Any non-liability, except for (i) the basic rent obligations set forth release, indemnity or hold harmless provision in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and that upon any other person intended to be benefited by said provision, for the breach purpose of any incorporation by reference in this Sublease. Any right of said terms, conditions or covenants of Landlord under the Master Lease (a) of access or inspection, (b) to do work in the Master Lease Premises or in the Building, (c) in respect of rules and regulations, which is incorporated herein by Sublessee or upon reference, shall be deemed to inure to the failure benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the Sublessee purpose of incorporation by reference in this Sublease. (b) For purposes of clarity, with respect to pay rent or comply with any of the casualty and condemnation provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, which are incorporated herein by reference, if and to the extent that Sublandlord has any right to terminate the Master Lease as well as a result of any and all casualty or condemnation affecting the Master Premises, then Subtenant shall have the same rights and remedies granted (whether or not the Master Lease is so terminated) with respect to Sublessor by this Sublease. It is further understood Further, all rent and agreed other sums payable hereunder shall xxxxx during any period of time that the Sublessor has no duty Subleased Premises are not reasonably usable by Subtenant for its business as a result of any casualty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease condemnation in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar accordance with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It is (a) From and after the Effective Date, except as otherwise expressly understoodset forth in this Sublease, acknowledged and agreed by Sublessee that this Sublease shall be subject to all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premisesas if Subtenant were an original party thereto, and Subtenant agrees and covenants that, except for (ithe “Excluded Obligations” as defined below and those provisions specifically excluded in Section 16(c) the basic rent obligations set forth in the Master Lease. Sublessee shall below, Subtenant shall, at its sole cost and hereby agrees to expense, promptly perform and be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor Sublandlord and Master Landlord, and that upon . Upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee Subtenant or upon the failure of the Sublessee Subtenant to pay rent Rent or comply with any of the provisions of this Sublease, Sublessor Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor Sublandlord by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the SublessorSublandlord. Sublessor hereby covenants that its Sublandlord’s consent shall not be unreasonably withheld or delayed; provided that any withholding of consent by Master Landlord in accordance with the terms of the Master Lease shall be considered a reasonable withholding of consent by Sublandlord. Sublessee Subtenant hereby acknowledges that it has read and is familiar with the terms of the Master Lease, Lease and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof of the Master Lease shall likewise terminate this Sublease, except in the event that Master Landlord has agreed in its sole and absolute discretion to recognize this Sublease as a direct lease between Master Landlord and Subtenant. Sublessee Subtenant further agrees that, in executing this Sublease and assuming the obligations of lessee “Tenant” under the Master Lease (to the extent applicableapplicable pursuant to the terms of this Section 16), it has not been granted any of the rights of Sublessor, as lessee Sublandlord under the Master Lease, such rights being specifically reserved by SublessorSublandlord, except to the extent expressly granted to Sublessee Subtenant hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall governgovern as between Sublandlord and Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall have no obligation to (i) cure any default of Sublandlord under the Master Lease, (ii) repair any damage to the Subleased Premises caused by Sublandlord, (iii) remove any alterations or additions installed within the Subleased Premises by Sublandlord, (iv) indemnify Sublandlord or Master Landlord with respect to any negligence or willful misconduct of Sublandlord or Sublandlord Parties or other subtenants of the Building other than Subtenant, or (v) discharge any liens on the Subleased Premises or the Building which arise out of any work performed, or claimed to be performed, by or at the direction of Sublandlord. Notwithstanding the foregoing, for purposes of this Sublease, as to such incorporated terms, covenants and conditions, references in the Master Lease to “Landlord” and to “Tenant” shall be deemed to refer to “Sublandlord” and “Subtenant” hereunder, respectively, except that where the term “Landlord” is used in the context of ownership or management of the entire Building or Project, such term shall be deemed to mean only “Master Landlord.” (b) For purposes of this Sublease, “Excluded Obligations” shall mean: (i) any duties and obligations of Sublandlord arising under the Master Lease prior to the Commencement Date; and (ii) Sublandlord’s obligations pursuant to the following provisions of the Master Lease: (A) Section 4 (Rent), (B) Section 5 (Operating Expenses and Real Estate Taxes), subject to Section 4(b) of this Sublease; (C) Section 16.1 (Tenant Indemnity), to the extent arising or resulting solely from, or caused solely by the acts or omissions of Sublandlord or its agents or employees; and (D) Section 27.15 (Signage) with respect to the removal of any signage erected by or on behalf of Sublandlord, and any repair obligations related thereto.

Incorporation of Terms of Master Lease. It This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound are incorporated herein by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordreference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master if they were Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master LeaseTenant, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees thatrespectively, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, ) constitute the terms of this Sublease except to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by the terms of this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master Lease, the terms and provisions of this Sublease shall govern. Sublandlord represents and warrants that (a) the copy of the Master Lease attached hereto as Exhibit A is a true and complete copy of the Master Lease and there are no additional agreements between Sublandlord and Landlord with respect to the Premises, (b) all of the initial tenant improvement work required to be performed in the Premises pursuant to the terms of the Master Lease has been completed in accordance with the provisions of the Master Lease and (c) to the best of Sublandlord's knowledge, there are no defaults on the part of either Landlord or Sublandlord under the Master Lease and no event has occurred which, with the giving of notice and the passage of time, would constitute a default under the Master Lease. Furthermore, Sublandlord shall not modify or amend the Master Lease in any way that would materially adversely affect Subtenant's use of, access to or quiet enjoyment of the Premises or that would materially increase Subtenant's obligations, or materially diminish Subtenant's rights under this Sublease without Subtenant's consent, which consent Subtenant may withhold in its sole and absolute discretion. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof.

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms provisions of the Master Lease, Lease and agrees that this Sublease is and shall remain in all respects subordinate to and subject to the Master Lease and that any termination thereof shall likewise terminate amendments, modifications or supplements to the Master Lease hereafter made. The terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Master Lease are incorporated herein by reference and are made a part hereof, and shall, as between Sublessor and Sublessee (as if Sublessor were the lessor under the Master Lease and Sublessee were the lessee under the Master Lease) constitute the terms of this Sublease. Sublessee further hereby agrees thatto perform and comply with, in executing this Sublease for the benefit of Sublessor and assuming Master Landlord, the obligations of the lessee under the Master Lease (with respect to the extent applicable)Premises during the Term of this Sublease. Without limiting the foregoing: (a) Sublessee shall make payment of all rent due under the Master Lease as and when required to be paid pursuant to the Master Lease. Such payment shall be made by Sublessee directly to Master Landlord, it has not been granted any with concurrent notice thereof to Sublessor. (b) Sublessee shall be responsible for paying required costs of maintenance and improvements as required under the Master Lease. (c) Sublessee shall be responsible for maintaining all of the rights insurance required of Sublessor, as lessee the tenant under the Master Lease, such rights being specifically reserved by Sublessor, except endorsed to the extent granted to Sublessee hereundername Master Landlord and Sublessor as additional insureds. In addition, Sublessee shall obtain and keep in force a policy of excess liability coverage with a liability limit of $500,000,000, including coverage for pollution events, and all such insurance shall be endorsed to name Sublessor as an additional insured. Up to $100,000,000 of such insurance shall also be endorsed to name City as an additional insured. (d) Sublessee will operate the event Premises in accordance with all legal and regulatory requirements. (e) Sublessee shall be responsible for preparing and delivering to Master Landlord the financial statements required pursuant to Sections 7 and 18 of any inconsistencies between any of the provisions of this Sublease and the Master Lease, . (f) Sublessee shall be responsible for complying with the terms obligations of this Sublease shall governthe tenant under the Master Lease with respect to hazardous materials.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound are incorporated herein by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordreference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master if they were Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master LeaseTenant, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees thatrespectively, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, ) constitute the terms of this Sublease except to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by, the terms of this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord; provided, however, that in any instance in which the approval or consent of Landlord may not be unreasonably withheld, conditioned or delayed, the same limitation shall apply to the approval or consent of Sublandlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain. (c) The following provisions of the Master Lease are specifically excluded: Sections 2, 4, 5.1, 6, 8, 9.1, 9.5, 11, 24, 38, 40, Exhibit B and Exhibit C. (d) Sublandlord shall not modify or amend the Master Lease in any way which would materially adversely affect Subtenant's use of, access to or quiet enjoyment of the Sublease Premises, or which would materially increase Subtenant's obligations, or materially diminish Subtenant's rights, under the Sublease without Subtenant's consent, which consent Subtenant may withhold in its sole and absolute discretion.

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other The terms, conditions and covenants respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be those stated in the Master Lease but only to the extent that the terms and conditions of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises, except for those provisions of the Master Lease which are directly contradicted by this Sublease or which are not expressly incorporated herein, in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean Sublandlord and wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean Subtenant. Additionally, wherever in the Master Lease the word “Premises”, “Lease” or “Rent” is used it shall be deemed to mean the Subleased Premises, this Sublease or the Rent under this Sublease, respectively, references to the “Term” and “Term Commencement Date” shall mean the Term of this Sublease and the Existing Premises Commencement Date or 2024 Commencement Date, as applicable, respectively, references in the following provisions to "Landlord" shall mean Landlord rather than Sublandlord: Sections 7, 12.1 (the penultimate sentence), 16.1, 25 and 37-40, references in Section 8.5 to satisfy all applicable terms “Landlord” shall mean both Landlord and conditions of Sublandlord, and references to “either party” in Section 24.1 shall mean Landlord and Subtenant. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of both Sublessor and Master Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and that upon any other person intended to be benefited by said provision, for the breach purpose of any of said terms, conditions or covenants of the Master Lease incorporation by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by reference in this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term Any right of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (i) of access or inspection, (ii) to do work in the Master Lease Premises or in the Building, and (iii) in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Notwithstanding anything in the Master Lease to the contrary, Sublandlord will provide Subtenant, at all times during the Term with at least twenty-four (24) hours’ prior written notice before Sublandlord may access or inspect the Subleased Premises (except in the case of an actual or imminent emergency, in which case such prior notice will not be required). Subtenant shall be entitled to all credits, if any, given by Landlord to Sublandlord for Sublandlord’s overpayment of any Operating Expenses or other amounts to the extent applicable)paid by Subtenant and, it has not been granted any of the rights of Sublessor, as lessee if rent abates under the Master Lease, such rights being specifically reserved by Sublessor, except Lease as to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of Subleased Premises, rent shall correspondingly xxxxx under this Sublease and the Master Lease, the terms of this Sublease shall governSublease.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound are incorporated herein by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordreference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master if they were Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master LeaseTenant, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees thatrespectively, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, ) constitute the terms of this Sublease except to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by, the terms of this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease attached hereto as Exhibit A and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord (which approval or consent of Sublandlord shall not be unreasonably withheld, conditioned or delayed) and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same simultaneously to both Landlord and Sublandlord. In any such instance, Sublandlord shall reasonably determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) Notwithstanding anything to the contrary contained in Article 11 or Article 13 of the Master Lease, Sublandlord shall have no obligation to restore or rebuild any portion of the Premises after any destruction or taking by eminent domain. (iv) Sublandlord shall have no responsibility for any of Landlord’s obligations to provide any of the services required under Article 6 of the Lease (but the foregoing shall not be deemed or construed to limit Sublandlord’s obligation under Section 7 below). (v) Sublandlord shall not be deemed to have made any of Landlord’s representations, warranties and indemnities under the Master Lease (provided, however, that to the extent permitted under the Master Lease, or as otherwise consented to by Landlord, Sublandlord hereby assigns to Subtenant the third party benefits of such representation, warranties and indemnities of Landlord and the right to enforce same, provided, however, that Sublandlord shall also retain the rights to enforce such representations, warranties and indemnities). (vi) Sublandlord shall not be deemed or construed in any way to indemnify Subtenant for any breach of Landlord under the Master Lease or any other actions or omissions of Landlord. (c) Sublandlord acknowledges and agrees that Subtenant shall not be bound by or obligated to comply with any of the terms or conditions of the Master Lease that have been redacted therefrom (as reflected by the copy of the Master Lease that is attached hereto as Exhibit A). In addition, the following provisions of the Master Lease (collectively referred to as the “Excluded Provisions”) are specifically excluded from this Sublease: Section 2.2, Section 4.9, Section 7.1, Section 10.5.1, Section 10.6, Section 12.3, Article 14, the second grammatical paragraph of Article 27, Section 28.10, Section 28.11, Section 28.19 and Section 28.30. Additionally, except to the extent consented to by Landlord, Sublandlord’s rights under Sections 8.7 and 8.8 are likewise excluded and shall be deemed Excluded Provisions. (d) Notwithstanding anything contained herein to the contrary, if requested by Sublandlord, Subtenant shall cooperate with Sublandlord in Sublandlord’s efforts to cause Landlord to agree to terminate the Master Lease and enter into a direct lease with Subtenant for the Premises on terms and conditions in substance equivalent to those contained in the Sublease. Subtenant shall not be obligated to undertake any additional obligations or liabilities in connection with such cooperation. In addition, Sublandlord shall reimburse Subtenant for all reasonable costs incurred by Subtenant in connection with such cooperation, including, without limitation, reasonable attorneys’ fees incurred in connection therewith.

Incorporation of Terms of Master Lease. It (a) This Sub-Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of subordinate to the other terms, conditions Sublease and covenants of this Sublease shall be those stated in the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sub-Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall Sublease and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordare incorporated herein by reference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any if they were landlord and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee tenant, respectively, under the Master Lease other than to maintain and sublandlord and subtenant under the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with ) constitute the terms of the Master Lease, and agrees that this Sub-Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunderthey are inapplicable to, inconsistent with, or modified by, the terms of this Sub-Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease or the Sublease and the terms and provisions of this Sub-Sublease, the terms and provisions of this Sub-Sublease shall govern. Subtenant acknowledges that it has reviewed the Sublease and the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Sublease and the Master Lease are subject to the following additional modifications: (i) In all instances where, pursuant to the Sublease or the Master Lease, the terms approval or consent of Landlord must be obtained, Subtenant shall be required to obtain the approval or consent of Sublandlord, Tenant, and Landlord. (ii) In all provisions of the Sublease and the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to Landlord, Tenant and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain. (c) The following provisions of the Master Lease are specifically excluded from this Sub-Sublease: 1.01(2), 1.01(3), 1.01(5), 1.01(6), 1.01(7), 3.01, 3.03, 3.04, 4.01 (as amended by the Second Amendment), 4.02(b), 4.04, 5.05, 5.07, 9.03, 12.02, 12.04, 12.07, Article 14 in its entirety, and Article 16 in its entirety. The following provisions of the First Amendment are specifically excluded from this Sub-Sublease: 2, 3, 4, 6, 7, and 9. The following provisions of the Second Amendment are specifically excluded from this Sub-Sublease: 2, 5, and 7. (d) The following provisions of the Sublease shall governare specifically excluded from this Sub-Sublease: 5A, 6, 7, 11, 12, 13 and 14.

Incorporation of Terms of Master Lease. It (a) The parties acknowledge that it is expressly understood, acknowledged and agreed by Sublessee that not practical in this Sublease to enumerate all of the other termsrights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, conditions and covenants in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Premises, and in order to protect Sublandlord against a default by Subtenant which causes a default by Sublandlord under the Master Lease, all of the terms and conditions contained in the Master Lease are incorporated as the terms and conditions of this Sublease, except the following provisions which do not have any application to this Sublease: (a) any provisions relating to Sublandlord’s payment of Rent to Master Landlord; (b) any provisions relating to the term of the Master Lease (except that if the term of the Master Lease is terminated prior to the expiration of this Sublease, this Sublease shall terminate (unless Subtenant otherwise agrees with Master Lessor and except as otherwise set forth in the Landlord’s Consent), and if such termination arises in connection with any default, breach, failure, act or omission of Sublandlord, then (i) Sublandlord shall be those liable to Subtenant for all damages, losses, liabilities, costs and expenses arising therefrom, including without limitation reasonable attorney’s fees (collectively, “Losses”) and (ii) Sublandlord hereby agrees to indemnify, protect, defend and hold Subtenant harmless from all such Losses); (c) any options to expand the Master Premises or to extend the term of the Master Lease; (d) any rights of first refusal or rights of first offer that may be stated in the Master Lease but only Lease; (e) intentionally deleted; (f) any signage rights (except(i) Subtenant shall have the same signage rights as set forth in Section 45 of the Master Lease, (ii) Sublandlord shall remove its sign adjacent to the extent main entrance of the Premises and install (or cause Master Lessor to install, at Sublandlord’s sole cost and expense) Subtenant’s Building standard sign no later than ________, 2016); (g) any rights to receive tenant improvement allowances or similar allowances; (h) any provisions that conflict with the terms and conditions stated in this Sublease; (i) Basic Lease Provisions 4,5,9, 10, 11, and 14; and (j) Lease Provisions 2, 4, 19(a) and (b), 33 All incorporated provisions of the Master Lease relate (the “Incorporated Provisions”) shall be deemed to operate prospectively from and after the Commencement Date of this Sublease. (b) All provisions of the Master Lease that require the “Tenant” to seek the prior approval or consent of the “Landlord” shall require Subtenant to seek the prior approval or consent of each of Sublandlord and the Master Lessor, which, in the case of Sublandlord, shall not be unreasonably withheld, conditioned or delayed, and in the case of Master Lessor, shall be governed by the same standards applicable as between Tenant and Master Lessor under the Master Lease. All notices required to be given by the “Tenant” to the Subleased Premises“Landlord” under the Master Lease shall require Subtenant to provide such notices to each of Sublandlord and the Master Lessor. All notices to be provided to Subtenant, except for (i) Sublandlord or the basic rent obligations Master Lessor shall be given in the manner set forth in the Master Lease. Sublessee shall and hereby agrees , to be subject the following addresses: If to and bound by and to comply with the Master Lease with respect Lessor: 000 Xxxx Xxxxxx Investment Group, L.L.C. 000 Xxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 Attn: Property Manager Fax: 000-000-0000 If to the Subleased Premises and Sublandlord: REC Americas LLC 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxx Xxxxxx, XX 00000 Attn: ____________________ If to satisfy all applicable terms and conditions Subtenant: Xxxx Xxx, President Adynxx, Inc. 000 Xxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 (c) Each reference in Incorporated Provisions of the Master Lease for to the benefit of both Sublessor and Master Landlord“Lease” shall mean this Sublease, and that upon the breach of any of said terms, conditions or covenants each reference in Incorporated Provisions of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any “Landlord” and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease “Tenant” shall refer in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlordto Sublandlord and Subtenant, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall governrespectively.

Incorporation of Terms of Master Lease. It This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications as set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound are incorporated herein by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordreference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that if they were the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master LeaseTenant, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees thatrespectively, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except ) constitute the terms of this Sublease expect to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by, the terms of this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. For the purposes of incorporation herein, the terms of the Master Lease are deleted or modified as follows: Delete in its entirety the following paragraphs of and exhibits to the Addendum to Original Lease: 2 (Term; Condition of Premises), 3 (Rental), 25 (Sublease Shortfall), 26 (Relocation Allowance), 27 (Storage Space), 28 (Parking), 29 (Option to Expand), 30 (Right of First Refusal), Exhibit A (Floor Plans), and Exhibit C (Work Letter: Initial Improvement of Premises). Delete in their entirety the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment. In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain. Subtenant's rights, if any, to abatement of Rent hereunder shall be limited as provided in the Master Lease; provided, however, Rent shall only xxxxx hereunder if and to the extent Sublandlord's rent obligation for the Sublease Premises abates under the Master Lease. Subtenant's Obligations. Subtenant covenants and agrees that all obligations to Sublandlord under the Master Lease shall be done or performed by Subtenant with respect to the Sublease Premises, except as otherwise provided by this Sublease, and Subtenant's obligations shall run to Sublandlord and Landlord as Sublandlord may determine to be appropriate or be required by the respective interests of Sublandlord and Landlord. Subtenant agrees to indemnify Sublandlord, and hold it harmless, from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred as a result of the nonperformance, observance or nonpayment of any of Sublandlord's obligations under the Master Lease with respect to the Sublease Premises which, as a result of this Sublease, became an obligation of Subtenant. If Subtenant makes any payment to Sublandlord pursuant to this indemnity, Subtenant shall be subrogated to the rights of Sublandlord concerning said payment. Subtenant shall not do, nor permit to be done, any act or thing which is, or with notice or the passage of time would be, a default under this Sublease or the Master Lease.

Incorporation of Terms of Master Lease. It This Sublease is expressly understoodsubject to and subordinate to the terms, acknowledged and agreed by Sublessee that all of the other termscovenants, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination limitations of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been are incorporated as provisions by reference into and made a part of this Sublease require the written consent of the Master LandlordSublease; provided, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of that there are any inconsistencies between any of the terms and provisions of this Sublease and the Master Lease, the terms and provisions of this Sublease shall governcontrol. All the terms, covenants, and limitations contained in the Master Lease shall be applicable to this Sublease with the same force and effect as if Sublessor was the Lessor and Sublessee was the Tenant thereunder; provided, that in case of any breach hereof by Sublessee, Sublessor shall have all the rights against Sublessee as would be available to the Landlord against the Sublessor as Tenant under the Master Lease if such breach was by the lessee thereunder. Sublessee shall have the right to request Sublessor to make demand upon the Landlord to enforce the terms or obligations of the Landlord which may effect the Sublessee's use and enjoyment of the Premises. Upon such request Sublessor shall immediately transmit such demand to Landlord. Sublessor shall not, however, be liable or responsible to Sublessee for any failure or neglect by Landlord in complying with Landlord's duties and obligations under the Master Lease. In no event shall Sublessor be deemed to be assuming, and Sublessor is not hereby assuming, any of the Landlord's duties, responsibilities or obligations in connection with maintenance of the Facility or the Premises, or with the providing of services to the Premises or with respect to repair or reconstruction of the Facility or the Premises. In no event shall Sublessor be deemed in any manner to be released from any of its obligations under the Master Lease by virtue of this Sublease or the Landlord's consent hereto, Sublessor acknowledging that it shall be and remain fully liable under the Master Lease.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premisesare incorporated herein by reference, except for and shall, as between Sublandlord and Subtenant (i) the basic rent obligations set forth in as if they were "Landlord" and "Tenant," respectively, under the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with ) constitute the Master Lease with respect terms of this Sublease except to the Subleased Premises and to satisfy all applicable extent that they are inapplicable to, inconsistent with, or modified by, the terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease. Notwithstanding the foregoing, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the extent provisions of the Master Lease which have been incorporated as provisions of this Sublease require are unique and personal to Sublandlord's interest in the written consent of Building pursuant to the Master Landlord, said provisions shall be construed to require Lease or are indicated on the written consent of both attached Exhibit "A" as intentionally omitted from the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent Lease, Subtenant shall not be unreasonably withheld or delayedrequired to comply with such provisions. Sublessee hereby acknowledges that it has read Provisions which are personal and is familiar with unique to Sublandlord under the terms Master Lease include, but are not limited to, Paragraphs 17, 18 and 19 of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, including, without limitation, the provisions of Sections 10(c) and 10(f) thereof, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall reasonably determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) In the event of any taking by eminent domain or casualty to the Sublease Premises such that Subtenant is deprived of the use and occupancy of greater than fifty percent (50%) of the Sublease Premises for a period in excess of ninety (90) days, Subtenant and Sublandlord shall each have the right to terminate this Sublease upon not less than thirty (30) days written notice to the other. In the event of any such taking by eminent domain or casualty such that Subtenant is deprived of fifty percent (50%) or less of the use and occupancy of the Sublease Premises, or in the event Subtenant elects to continue occupancy of the remaining portion of the Sublease Premises after the occurrence of a taking or casualty giving Subtenant a right to terminate this Sublease, the Rent shall be proportionally reduced for the portion of the Term during which Subtenant is prevented from using and occupying the damaged or taken portion of the Sublease Premises. Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain, and Subtenant shall have no rights to any portion of the award in any eminent domain proceeding affecting the Sublease Premises, other than any portion of the award for Subtenant's relocation expenses and personal property taken, to the extent Sublandlord is entitled to such amounts under the Master Lease. (iv) Subtenant shall not be required to comply with the following provisions of the Master Lease: (A) Paragraph 3(c), without, however, limiting in any way the provisions of Section 15 of this Sublease. (B) Paragraph 3(e). (C) Paragraph 7, other than Subtenant's responsibility for costs of curing any Environmental Violations arising from the acts or omissions of Subtenant and costs of Subtenant complying with all Legal Requirements attributable to its use and occupancy of the Sublease Premises, including fines, penalties and interest arising from Subtenant's violation thereof. (D) Paragraph 8. (E) Paragraph 9(b) to the extent it applies to Escrow Payments imposed on Sublandlord as a result of a Monetary Event of Default by Sublandlord under the Master Lease which is not the result of a default by Subtenant under this Sublease, however Subtenant shall, in all events, be responsible for Escrow Charges comprising real estate taxes on the Sublease Premises imposed as a result of alterations to the Sublease Premises made by, or for, Subtenant during the Term. (F) Paragraph 10(i). (G) Paragraph 12(a), to the extent it requires Subtenant to (i) repair or maintain Building Systems Equipment, it being expressly acknowledged by Subtenant hereunder that it has no right or, except as otherwise provided herein, obligation to repair or maintain any Building Systems Equipment, (ii) maintain the Adjoining Property, or (iii) make Alterations. (H) Paragraph 12(b). (I) Paragraph 13. (J) Paragraph 15(a), to the extent it requires indemnity from Subtenant for the acts or omissions of any Person other than Subtenant, its agents, employees, representatives, parents, affiliates or subsidiaries, or any Person acting on behalf of, or with the permission of, or at the sufferance of, Subtenant and only in connection with events on, about or arising from the Sublease Premises, including any entry by Subtenant thereon prior to the Sublease Commencement Date. (K) Paragraph 28. (L) Paragraph 29. (c) During the Term, Subtenant shall not be required to maintain casualty insurance policies and coverages with respect to the Sublease Premises and Subtenant shall be named as an additional insured under such policies maintained by Sublandlord or required to be maintained in accordance with the terms of the Master Lease (to the extent of Subtenant's interest in the Sublease Premises), evidence of such coverage to be in the form of a certificate of insurance provided by Sublandlord to Subtenant; provided, however, such policies and coverages maintained by Sublandlord with respect to the Building and the Sublease Premises shall not include coverage for Subtenant's personal property and Subtenant, at its sole cost and expense, shall maintain such policies and coverages with respect to its personal property as it may elect. During the Term, Subtenant shall maintain a policy of comprehensive general liability insurance with respect to its occupancy of, and activities on, the Sublease Premises and related common areas, which coverage shall be subject to any required waivers of subrogation as are described under Paragraph 16 of the Master Lease and shall have a minimum policy limit of $4,000,000 and shall otherwise meet the requirements of the Master Lease for such insurance coverage. All such policies shall name Sublandlord, Landlord and any other party required to be so named under the Master Lease as additional insureds thereunder and shall be with carriers reasonably acceptable to Sublandlord and, in all events, in accordance with the requirements of the Master Lease except as otherwise provided hereinabove. In the event Subtenant elects to carry its own policies of casualty insurance with respect to the Sublease Premises, all such policies shall name Sublandlord as an additional insured thereunder. Sublandlord and Subtenant each hereby waive all rights of subrogation with respect to claims covered by the property insurance carried respectively by Sublandlord and Subtenant pursuant to the terms of this Sublease, without regard to the negligence or intentional misconduct of either party. (d) Sublandlord and Subtenant acknowledge that this Sublease is of short duration in relation to the term of the Master Lease and, as a result, the parties do not intend that Subtenant shall be required to comply with any obligations or requirements under the Master Lease (except those which are specifically referenced as an obligation of Subtenant under this Sublease) which are of a character or nature as is reasonably determined to be inconsistent with the scope and Term of occupancy of the Sublease Premises by Subtenant under this Sublease. In the event of a dispute regarding Subtenant's obligation to comply with any such obligations or requirements of the Master Lease, the terms determination of this the applicability of such obligations or requirements shall be made by Sublandlord and Subtenant in good faith with reference to current statutory and case law in California interpreting the relative obligations of a landlord and tenant in circumstances similar to the Sublease shall governwith respect to the nature of the obligation for which compliance is sought.

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged (a) Subtenant acknowledges and agreed by Sublessee agrees that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee , except for those specific provisions set forth in Sections 1-11 herein, shall be incorporated into and made a part of this Sublease, and Subtenant shall be and hereby agrees to be subject to and bound by and to comply with the Master Lease all of such terms, conditions and covenants with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor Sublandlord and Landlord. The provisions of this Sublease shall be interpreted wherever possible so as to be consistent with the provisions of the Master LandlordLease; in the event, however, of an irreconcilable inconsistency, the provisions of this Sublease shall control. Wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Subtenant” shall be substituted, and that upon references to the “Landlord” shall be deemed to include the “Sublandlord.” (b) Upon the breach of any of said the terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee Subtenant to pay rent or to comply with any of the provisions of this Sublease, Sublessor Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said such provisions shall be construed to require the written consent of both the Master Landlord and the SublessorSublandlord. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee Subtenant hereby acknowledges that it has read and is familiar with the terms of the Master Lease, Lease and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It is expressly understoodExcept as otherwise provided in this Sublease, acknowledged the terms and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall include various paragraphs of the Master Lease, which are incorporated herein and are made a part hereof as if set forth at length; provided, however, that: (i) each reference in such incorporated sections to "Lease" and to "Premises" shall be those stated deemed a reference to this "Sublease" and the "Subleased Premises" defined herein, respectively; (ii) each reference to "Lessor" and "Lessee" shall be deemed a reference to "Sublessor" and "Sublessee", respectively, except as expressly set forth herein; (iii) with respect to work, services, repairs, restoration, insurance or the performance of any other obligation of Lessor under the Master Lease, Sublessor shall request the same in writing from Lessor, as and when requested to do so by Sublessee, and shall use Sublessor's reasonable and diligent efforts (provided Sublessee pays all costs incurred by Sublessor in connection therewith) to obtain Lessor's performance, including pursuing all remedies provided in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Sublessor following Lessor's breach or default under the Master Lease. ; (iv) Sublessor shall have no liability to Sublessee shall with respect to (a) representations and hereby agrees to be subject to and bound warranties made by and to comply with Lessor under the Master Lease, (b) any indemnification obligations of Lessor under the Master Lease, or other obligations or liabilities of Lessor under the Master Lease with respect to compliance with laws, condition of the Subleased Premises or Hazardous Substances, and (c) obligations under the Master Lease to satisfy repair, maintain, restore, or insure all applicable terms and conditions or any portion of the Subleased Premises, regardless of whether the incorporation of one or more provisions of the Master Lease for the benefit of both might otherwise operate to make Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, liable therefor (provided, however, that following written notice from Sublessee of Lessor's breach or default, Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that pursue all its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee remedies under the Master Lease as provided in sections 5(iii) and 8(f) of this Sublease); (vi) with respect to any approval or consent required to be obtained from the extent applicable), it has not been granted any of the rights of Sublessor, as lessee Lessor under the Master Lease, such rights being specifically reserved by approval or consent must be obtained from both Lessor and Sublessor, except and the approval of Sublessor not to be unreasonably withheld or delayed; (vii) in any case where "Lessee" is to indemnify, release or waive claims against "Lessor", such indemnity, release or waiver shall be deemed to run from Sublessee to Sublessor; (viii) Sublessee shall pay all consent and review fees set forth in the extent granted Master Lease to Lessor and Sublessor; (ix) Sublessee hereundershall not have the right to terminate this Sublease due to casualty or condemnation unless Sublessor has such right under the Master Lease (in which case, Sublessee shall have the right to terminate this Sublease), and as between Sublessor and Sublessee only, all insurance proceeds from policies maintained by Sublessor or condemnation awards received by Sublessor under the Master Lease shall be deemed to be the property of Sublessor; (x) all "excess rent" under subleases and assignments shall be paid to Sublessor; and (xi) in any case where "Lessee" is to execute and deliver certain documents or notices to "Lessor", such obligation shall be deemed to run from Sublessee to both Lessor and Sublessor. In the event of any inconsistencies between any The following sections of the provisions of Master Lease are hereby incorporated into this Sublease Sublease: Paragraphs 1.2, 1.8 and the Master Lease1.9, the terms of this Sublease except all references to "Lessor" in 1.9 shall governmean Lessor, not Sublessor.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premisesare incorporated herein by reference, except for and shall, as between Sublandlord and Subtenant (i) the basic rent obligations set forth in as if they were “Landlord” and “Tenant,” respectively, under the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with ) constitute the Master Lease with respect terms of this Sublease except to the Subleased Premises and to satisfy all applicable extent that they are inapplicable to, inconsistent with, or modified by, the terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease. Notwithstanding the foregoing, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the extent provisions of the Master Lease which have been incorporated as provisions of this Sublease require are unique and personal to Sublandlord’s interest in the written consent of the Master Landlord, said provisions shall be construed Building pursuant to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject Subtenant shall not be required to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, comply with such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunderprovisions. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (b) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. (iii) In the event of any taking by eminent domain or casualty to the Sublease Premises such that Subtenant is deprived of the use and occupancy of greater than fifty percent (50%) of the Sublease Premises for a period in excess of sixty (60) days, Subtenant and Sublandlord shall each have the right to terminate this Sublease upon not less than thirty (30) days written notice to the other. In the event of any such taking by eminent domain or casualty such that Subtenant is deprived of fifty percent (50%) or less of the use and occupancy of the Sublease Premises, or in the event Subtenant elects to continue occupancy of the remaining portion of the Sublease Premises after the occurrence of a taking or casualty giving Subtenant a right to terminate this Sublease, the Rent shall be proportionally reduced for the portion of the Term during which Subtenant is prevented from using and occupying the damaged or taken portion of the Sublease Premises. Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain, and Subtenant shall have no rights to any portion of the award in any eminent domain proceeding affecting the Sublease Premises. (c) During the Term, Subtenant shall maintain: (i) a policy of commercial general liability insurance with respect to its occupancy of, and activities on, the Sublease Premises and related Common Areas, which coverage shall be subject to any required waivers of subrogation as are described under Paragraph 17 of the Master Lease and shall otherwise meet the requirements of the Master Lease for such insurance coverage, and (ii) worker’s compensation and employer’s insurance required on the terms and provisions of the Master Lease. All such policies shall name Sublandlord, Landlord and any other party required to be so named under the Master Lease as additional insureds thereunder and shall be with carriers reasonably acceptable to Sublandlord and, in all events, in accordance with the requirements of the Master Lease except as otherwise provided hereinabove. In the event Subtenant elects to carry its own policies of casualty insurance with respect to the Sublease Premises, all such policies shall name Sublandlord and Landlord as additional insureds thereunder. Sublandlord and Subtenant each hereby waive all rights of subrogation with respect to claims covered by the property insurance carried respectively by Sublandlord and Subtenant pursuant to the terms of this Sublease. (d) Sublandlord and Subtenant acknowledge that this Sublease is of short duration in relation to the term of the Master Lease and, as a result, the parties do not intend that Subtenant shall be required to comply with any obligations or requirements under the Master Lease (except those which are specifically referenced as an obligation of Subtenant under this Sublease) which are of a character or nature as is reasonably determined to be inconsistent with the scope and Term of occupancy of the Sublease Premises by Subtenant under this Sublease. In the event of a dispute regarding Subtenant’s obligation to comply with any such obligations or requirements of the Master Lease, the terms determination of this the applicability of such obligations or requirements shall be made by Sublandlord and Subtenant in good faith with reference to current statutory and case law in California interpreting the relative obligations of a landlord and tenant in circumstances similar to the Sublease shall governwith respect to the nature of the obligation for which compliance is sought.

Incorporation of Terms of Master Lease. It This Sublease is expressly understood, acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound are incorporated herein by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordreference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master if they were Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master LeaseTenant, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees thatrespectively, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, ) constitute the terms of this Sublease except to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by, the terms of this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. (a) For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications: (i) In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. (ii) In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. (iii) Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain. (b) The following provisions of the Master Lease are specifically excluded: The terms (and definitions of) "Anticipated Delivery Date", "Delivery Date", "Final Delivery Date", "Final Delivery Space", "Initial Alterations", "Landlord's Work", "Landlord's Initial Work", "Premises Area", "Space", "Special Use Area" and "Third Floor Space" in the Definitions section of the Master Lease (and all references thereto in the Master Lease); the definitions of "Commencement Date", "Expiration Date", "Premises", "Premises Area", "Rent Commencement Date" and "Term" (it being understood, that except as otherwise expressly provided herein, for purposes of incorporation into this Sublease, such terms as used therein shall be deemed to refer to the "Sublease Commencement Date", the "Sublease Expiration Date", the "Sublease Premises", the "Master Lease Premises Area", the "Sublease Rent Commencement Date" and the "Term" of this Sublease (as defined herein), respectively); Article 1; Section

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms provisions of the Master Lease, Lease and agrees that this Sublease is and shall remain in all respects subordinate to and subject to the Master Lease and that any termination thereof shall likewise terminate amendments, modifications or supplements to the Master Lease hereafter made. The terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Master Lease are incorporated herein by reference and are made a part hereof, and shall, as between Sublessor and Sublessee (as if Sublessor were the lessor under the Master Lease and Sublessee were the lessee under the Master Lease) constitute the terms of this Sublease. Sublessee further hereby agrees thatto perform and comply with, in executing this Sublease for the benefit of Sublessor and assuming Master Landlord, the obligations of the lessee under the Master Lease (with respect to the extent applicable)Premises during the Term of this Sublease. Without limiting the foregoing: (a) Sublessee shall make payment of all rent due under the Master Lease as and when required to be paid pursuant to the Master Lease. Such payment shall be made by Sublessee directly to Master Landlord, it has not been granted any with concurrent notice thereof to Sublessor. (b) Sublessee shall be responsible for paying required costs of maintenance and improvements as required under the Master Lease. Any capital expenditure required by the Master Lease shall be made by Sublessee. (c) Sublessee shall be responsible for maintaining all of the rights insurance required of Sublessor, as lessee the tenant under the Master Lease, endorsed to name Master Landlord and Sublessor as additional insureds. In addition, Sublessee shall obtain and keep in force a policy of excess liability coverage with a liability limit of $500,000,000, including coverage for pollution events, and all such rights being specifically reserved by Sublessorinsurance shall be endorsed to name Sublessor as an additional insured. Up to $100,000,000 of such insurance shall also be endorsed to name Master Landlord as an additional insured. (d) Sublessee will operate the Premises in accordance with all legal and regulatory requirements. (e) Sublessee shall be responsible for complying with the obligations of the tenant under the Master Lease with respect to hazardous materials, except subject to the extent granted any reimbursement or other indemnification obligations of Sublessor to Sublessee hereunder. In the event of under any inconsistencies other agreements between any of the provisions of this Sublease Sublessor and the Master Lease, the terms of this Sublease shall governSublessee.

Incorporation of Terms of Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms provisions of the Master Lease, Lease and agrees that this Sublease is and shall remain in all respects subordinate to and subject to the Master Lease and that any termination thereof shall likewise terminate this Subleaseamendments, modifications or supplements to the Master Lease hereafter made. The terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Master Lease are incorporated herein by reference and are made a part hereof, and shall, as between Sublessor and Sublessee further agrees that, in executing this Sublease and assuming (as if Sublessor were the obligations of lessee lessor under the Master Lease (to and Sublessee were the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease) constitute the terms of this Sublease. Sublessee hereby agrees to perform and comply with, such rights being specifically reserved by Sublessorfor the benefit of Sublessor and the Master Landlord, except the obligations of Sublessor as the tenant under the Master Lease with respect to the extent granted to Premises during the Term of this Sublease. Sublessee hereunder. In acknowledges and agrees that, in the event of any inconsistencies conflict between any of the provisions terms of this Sublease and those of the Master Lease, the terms of this the Master Lease shall control. Without limiting the foregoing: (a) This Sublease shall governterminate if the Master Lease is terminated for any reason, whether upon expiration of the term of the Master Lease, failure to exercise an option to renew (although there are currently no such options), cancellation by the Master Landlord, surrender or for any other reason. (b) Sublessee shall make payment of all rent due under the Master Lease as and when required to be paid pursuant to the Master Lease. Such payment shall be made by Sublessee directly to the Master Landlord, with concurrent notice thereof to Sublessor. Sublessee shall not make any prepayments of rent, pursuant to the Master Lease, to the Master Landlord in excess of one month’s rent. (c) Sublessee shall be responsible for paying required costs of maintenance and improvements as required under the Master Lease. Any capital expenditure required by the Master Lease shall be made by Sublessee. (d) Sublessee shall be responsible for maintaining all of the insurance required of the tenant under the Master Lease, endorsed to name the Master Landlord and Sublessor as additional insureds. In addition, Sublessee shall obtain and keep in force a policy of excess liability coverage with a liability limit of $500,000,000, including coverage for pollution events, and all such insurance shall be endorsed to name Sublessor as an additional insured. Up to $100,000,000 of such insurance shall also be endorsed to name the Master Landlord as an additional insured. (e) Sublessee will operate the Premises in accordance with all legal and regulatory requirements. (f) Sublessee shall be responsible for complying with the obligations of Sublessor as the tenant under the Master Lease with respect to hazardous materials, subject to any reimbursement or other indemnification obligations of Sublessor to Sublessee under any other agreements between Sublessor and Sublessee. (g) Sublessee acknowledges and agrees that there is no privity of contract between Sublessee and the Master Landlord.