Common use of Must Take Space Clause in Contracts

Must Take Space. Sublessee hereby agrees and acknowledges that, subject to the rights of Sublessor described in this subsection 1.b., Sublessee shall be obligated to sublease the Must-Take Space, and the Term of this Sublease shall commence with respect to the Must-Take Space on the Must-Take Date described in the Defined Terms. From and after the Must-Take Date: (i) the Base Rent shall be adjusted as described in the Defined Terms, and (ii) Sublessee's Share shall be adjusted in accordance with the Defined Terms to reflect the increased rentable square footage of the Premises. Notwithstanding the foregoing, Sublessee acknowledges and agrees that Sublessor shall have the right to continue to market the Must-Take Space and sublease such Must-Take Space to third parties at any time prior to the Must-Take Date. If Sublessor enters into a letter of intent (the "Letter of Intent") to sublet the Must-Take Space to a third party prior to the Must-Take Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such Letter of Intent. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent in which to send Sublessor a written notice (the "Sublessee's Notice") that Sublessee desires to sublet the Must-Take Space on all of the terms of that Letter of Intent except that the duration of the term for the Must-Take Space shall be co-terminous with the then existing term hereof, in which event within five (5) business days after the date of the Sublessee's Notice, Sublessor and Sublessee shall enter into an amendment to this Sublease evidencing the terms of such subletting, and the definition of the Base Rent, Term, Must-Take Date and Security Deposit described in the Defined Terms shall be amended accordingly to reflect the terms of the Letter of Intent with respect to the Must-Take Space. If Sublessee fails to exercise Sublessee's rights in a timely manner pursuant to the terms of this subsection 1.b., then Sublessor shall be free to sublease the Must-Take Space to a third party on substantially the same terms (and in no event for economic terms less than 90% of those set forth in the Letter of Intent) described in the Letter of Intent and Sublessee's rights to the Must-Take Space shall be null and void, in which event Sublessor and Sublessee shall enter into an amendment to this Sublease adjusting the definitions of the Base Rent, Sublessee's Share and Security Deposit accordingly. However, the Sublease shall continue in full force and effect with respect to the Initial Sublet Space. If Sublessor does not enter into a sublease for the Must-Take Space prior to the Must-Take Date, then Sublessee shall be obligated to sublet the Must-Take Space on the Must-Take Date in accordance with the terms of this Sublease.

Must Take Space. Sublessee hereby agrees Landlord shall have the right, effective upon thirty (30) days’ prior written notice to Tenant, to require Tenant to lease approximately 392 rentable square feet of space located on the ninth (9th) floor of the Building and acknowledges that, subject to more particularly shown on Exhibit A attached hereto and made a part hereof (the rights of Sublessor described in this subsection 1.b., Sublessee shall be obligated to sublease the “Must-Take Space”). In the event Landlord exercises such right, and then upon the Term of this Sublease shall commence with respect to date on which Landlord delivers the Must-Take Space on to Tenant in its as-is condition, subject to Landlord’s ongoing maintenance and repair obligations, broom clean, free of occupancies and otherwise in accordance with the Lease (the “Must-Take Date described in the Defined Terms. From and after the Must-Take Space Effective Date: ”), (i) the Base Rent shall will be adjusted increased to reflect the additional square footage at the same rate per square foot as described in the Defined TermsAdditional Premises, and (ii) Sublessee's “Tenant’s Pro Rata Share shall (Operating Costs)” and “Tenant’s Pro Rata Share (Property Taxes)” will be adjusted in accordance with the Defined Terms recalculated to reflect the increased rentable square footage of the PremisesPremises and (iii) the “Premises for all purposes under the Lease shall include the Must-Take Space. Notwithstanding Landlord shall prepare and submit to the foregoingTenant a Memorandum in the form of Exhibit B (the “Second Amended and Restated Lease Memorandum”), Sublessee acknowledges completed in good faith by Landlord, and agrees that Sublessor executed by Landlord. Landlord and Tenant shall have execute the right Second Amended and Restated Lease Memorandum within ten (10) Business Days following Landlord’s submission thereof to continue Tenant. Any refusal or failure by Tenant to market execute the Second Amended and Restated Lease Memorandum shall not prevent nor delay the occurrence of the Must-Take Space and sublease such Must-Take Space to third parties at any time prior Effective Date to the Must-Take Date. If Sublessor enters into a letter of intent (Premises nor the "Letter of Intent") to sublet the Must-Take Space to a third party prior to the Must-Take Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such Letter of Intent. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent increase in which to send Sublessor a written notice (the "Sublessee's Notice") that Sublessee desires to sublet the Must-Take Space on all of the terms of that Letter of Intent except that the duration of the term for the Must-Take Space shall be co-terminous with the then existing term hereof, in which event within five (5) business days after the date of the Sublessee's Notice, Sublessor and Sublessee shall enter into an amendment to this Sublease evidencing the terms of such subletting, and the definition of the Base Rent, Term, Must-Take Date and Security Deposit described in the Defined Terms shall be amended accordingly to reflect the terms of the Letter of Intent Rent or Additional Rent with respect to the Must-Take SpaceSpace nor any obligation of Tenant under the Lease, and in the event of such refusal or failure, the amounts set forth in the this First Amendment shall become binding for all purposes under the Lease and the Must -Take Space Effective Date set forth in the Second Amended and Restated Lease Memorandum shall become binding for all purposes under the Lease. If Sublessee fails In no event shall the Second Amended and Restated Lease Memorandum be recorded. Any failure by the parties to exercise Sublessee's complete and execute a Second Amended and Restated Lease Memorandum shall have no effect on the parties’ rights in a timely manner pursuant to and obligations under the terms Lease. In connection with the addition of this subsection 1.b., then Sublessor shall be free to sublease the Must-Take Space to a third party on substantially the same terms (Premises, from and in no event for economic terms less than 90% of those set forth in the Letter of Intent) described in the Letter of Intent and Sublessee's rights to after the Must-Take Space Effective Date, the definition of the term “Premises” in paragraph 1 of the Existing Lease shall be null amended and void, in which event Sublessor and Sublessee shall enter into an amendment to this Sublease adjusting the definitions restated as follows: “The portion of the Base RentBuilding consisting of a portion of the seventh (7th), Sublessee's Share eighth (8th) and Security Deposit accordingly. However, ninth (9th) floors the Sublease shall continue in full force and effect with respect to the Initial Sublet Space. If Sublessor does not enter into a sublease for the Must-Take Space prior to the Must-Take Date, then Sublessee shall be obligated to sublet the Must-Take Space Building which is depicted on the Must-Take Date plan attached as Exhibit B and agreed by Landlord and Tenant for all purposes under this Lease to consist of approximately 52,317 rentable square feet, measured in accordance with the terms standard BOMA Method of this SubleaseMeasurement (ANSI-1996). The foregoing number of rentable square feet shall be final, conclusive and controlling and if Landlord remeasures the Building or Premises (regardless the reason, including whether required by a lender or due to a change in the method of measurement employed by Landlord throughout the Building), then notwithstanding the outcome of such remeasurement, neither the amount of Base Rent nor Tenant’s Pro Rata Share (Operating Costs) or Tenant’s Pro Rata Share (Property Taxes) shall be changed as a result of any such remeasurement.”

Must Take Space. Sublessee hereby agrees and acknowledges thatEffective upon the applicable "Must-Take --------------- Space Commencement Date" (as defined below), subject to the rights of Sublessor described in this subsection 1.b., Sublessee shall be obligated to sublease the "Must-Take Space, " (as defined below) shall be added to and become and be deemed a part of the Term Premises for all purposes of this Sublease shall commence with respect to the Lease. The "Must Take Space" consists of "Must-Take Space on the Must-Take Date described in the Defined Terms. From I" and after the Must-Take Date: (i) the Base Rent shall be adjusted as described in the Defined Terms, and (ii) Sublessee's Share shall be adjusted in accordance with the Defined Terms to reflect the increased rentable square footage of the Premises. Notwithstanding the foregoing, Sublessee acknowledges and agrees that Sublessor shall have the right to continue to market the "Must-Take Space II." "Must-Take Space I" means an aggregate of twenty-six thousand eight hundred thirty-two (26,832) rentable square feet of space consisting of Suites 550 and 600 in the 800 Building, containing eight thousand one hundred fifty (8,150) and eighteen thousand six hundred eighty-two (18,682) rentable square feet, respectively. "Must-Take Space II" means an aggregate of eight thousand six hundred eighteen (8,618) rentable square feet of space consisting of Suite 100 (5,609 rentable square feet) and Suite 150 (3,009 rentable square feet), each of which Suites is located in the 800 Building. As of the date of execution of this Lease, Must-Take Space I is leased by Federal Express Corporation under a lease (the "Fed Ex Lease") having an expiration date of August 31, 1998 and Must-Take Space II is leased by California Federal Bank (the "Cal Fed Lease"), a portion of which (Suite 100) is occupied by an affiliate of Tenant, and the balance of which is occupied by a subtenant not affiliated with Tenant, each under a sublease such under the Cal Fed Lease. The expiration date of the Cal Fed Lease is June 1, 2002, subject to an option to extend the term of the Cal Fed Lease to May 31, 2012. Landlord agrees to use Landlord's commercially reasonable efforts to terminate the Fed Ex Lease as soon as reasonably practicable. The parties do not contemplate that Landlord will be able to terminate the Cal Fed Lease. Assuming that Landlord is successful in arranging an early termination of the Fed Ex Lease, the estimated "Must-Take Space Commencement Date" (that is, the date Landlord tenders possession of the applicable Must-Take Space to third parties at any time prior to the Must-Take Date. If Sublessor enters into a letter of intent Tenant) is (the "Letter of Intent"i) to sublet the April 15, 1998 for Must-Take Space to a third party prior to the Must-Take Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such Letter of Intent. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent in which to send Sublessor a written notice (the I. The estimated "Sublessee's Notice") that Sublessee desires to sublet the Must-Take Space on all of the terms of that Letter of Intent except that the duration of the term Commencement Date" for the Must-Take Space shall be co-terminous with the then existing term hereof, in which event within five (5) business days after the date II is immediately upon termination of the Sublessee's Notice, Sublessor and Sublessee shall enter into an amendment to this Sublease evidencing the terms of such subletting, and the definition of the Base Rent, Term, Must-Take Date and Security Deposit described in the Defined Terms shall be amended accordingly to reflect the terms of the Letter of Intent Cal Fed Lease with respect to the applicable Must-Take SpaceSpace II. If Sublessee fails to exercise Sublessee's rights Tenant acknowledges and agrees that Tenant shall accept the Must Take Space in a timely manner its OAS ISO condition and that Tenant may construct improvements in the Must Take Space pursuant to the terms of this subsection 1.b.the Tenant Work Letter attached hereto as Exhibit D; provided --------- however, then Sublessor that the Tenant Improvement Allowance shall be free to sublease the Thirty Dollars ($30.00) for all Must-Take Space to a third party on substantially the same terms (and in no event for economic terms less other than 90% Suite 100 of those set forth in the Letter of Intent) described in the Letter of Intent and Sublessee's rights to the Must-Take Space II, for ----- ---- which Suite 100 the Tenant Improvement Allowance shall be null and void, in which event Sublessor and Sublessee shall enter into an amendment to this Sublease adjusting the definitions of the Base Rent, Sublessee's Share and Security Deposit accordingly. However, the Sublease shall continue in full force and effect with respect to the Initial Sublet Space. If Sublessor does not enter into a sublease for the Must-Take Space prior to the Must-Take Date, then Sublessee shall be obligated to sublet the Must-Take Space on the Must-Take Date in accordance with the terms of this SubleaseFive Dollars ($5.00) per usable square foot.

Must Take Space. Sublessee hereby agrees and acknowledges thatTenant shall lease, subject for a term equal to the rights then unexpired portion of Sublessor described in this subsection 1.b., Sublessee shall be obligated to sublease the Must-Take Space, and the Term of this Sublease shall commence with respect to Lease, the Must-entire rentable area of the ground floor of the Adjacent Building (the "Must Take Space"), whereupon the Must Take Space on shall be deemed a part of the Must-Premises. The rentable area of the Must Take Date described Space is approximately 23,920 rentable square feet, which measurement shall be subject to recalculation in accordance with the Defined Termsprocedures and criteria set forth in Section 2.1. From and after Tenant's lease of the Must-Must Take DateSpace shall be subject to all of the terms of the Lease (including the provisions of the Work Letter attached as Exhibit X), except as follows: (i) the Base Rent commencement of the Lease Term of the Must Take Space (the "Commencement Date for the Must Take Space") shall be adjusted as described determined pursuant to the criteria set forth in Section 3.1, provided that the Defined Terms, and Shell Completion Date shall be deemed to refer to the substantial completion of the Landlord's Work for the Adjacent Building; (ii) Sublessee's Share shall be adjusted in accordance with the Defined Terms to reflect the increased rentable square footage of the Premises. Notwithstanding the foregoing, Sublessee acknowledges and agrees that Sublessor Tenant shall have the right to continue terminate only its obligation to market lease the Must-Must Take Space and sublease such Must-Take Space (but not the entire Lease) pursuant to third parties at any time prior to Subsection 3.2(a) above if the Must-Take Date. If Sublessor enters into a letter of intent (the "Letter of Intent") to sublet the Must-Take Space to a third party prior to the Must-Take Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such Letter of Intent. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent in which to send Sublessor a written notice (the "Sublessee's Notice") that Sublessee desires to sublet the Must-Take Space on all of the terms of that Letter of Intent except that the duration of the term Shell Completion Date for the Must-Adjacent Building does not timely occur as provided in that Subsection based on an Estimated Completion Date for the Adjacent Building of August 1, 1999; (iii) the Basic Rent for the Must Take Space shall be co-terminous at the same rate per rentable square foot as is payable from time to time for the initial Premises in accordance with the then existing term hereof, Basic Rent schedule set forth in which event within five (5) business days after the date Item 6 of the Sublessee's NoticeBasic Lease Provisions; (iv) the Property Tax and Building Cost Bases for the Must Take Space shall equal the Property Taxes and Building Costs, Sublessor respectively, actually incurred by Landlord from the Commencement Date for the Must Take Space through June 30, 2000, as reasonably extrapolated by Landlord to a full year of operation and Sublessee shall enter into an amendment to this Sublease evidencing the terms of such sublettingtaxation, and Tenant's obligation to fund Operating Expenses for the definition Must Take Space shall commence concurrently with its obligation to make such payments for the initial Premises; (v) Tenant shall be afforded non-exclusive exterior signage rights on the Adjacent Building as provided in Subsection 52(b) of the Base Rent, Term, Must-Take Date and Security Deposit described Lease (it being understood that the condition set forth in Subsection 5.2(b) that the Defined Terms signage be available shall be amended accordingly to reflect the terms of the Letter of Intent deemed satisfied); (vi) reserved parking stalls shall be allotted with respect to the Must-Take Space. If Sublessee fails to exercise Sublessee's rights in a timely manner pursuant to the terms of this subsection 1.b., then Sublessor shall be free to sublease the Must-Must Take Space as provided below in Section 6.4; (vii) Tenant be afforded the right to a third party install one (1) satellite dish or antenna on substantially the same terms (and in no event for economic terms less than 90% of those set forth in the Letter of Intent) described in the Letter of Intent and Sublessee's rights to the Must-Take Space shall be null and void, in which event Sublessor and Sublessee shall enter into an amendment to this Sublease adjusting the definitions roof of the Base Rent, Sublessee's Share and Security Deposit accordingly. However, the Sublease shall continue in full force and effect with respect to the Initial Sublet Space. If Sublessor does not enter into a sublease for the Must-Take Space prior to the Must-Take Date, then Sublessee shall be obligated to sublet the Must-Take Space on the Must-Take Date Adjacent Building in accordance with the terms provisions of this SubleaseSection 22.6 below, including the monthly license fee set forth therein; (viii) Tenant shall have no right to install any additional emergency generator for the Must Take Space except as may otherwise hereafter be agreed in writing by Landlord; and (ix) all electric, gas, and, at Landlord's option, water services to the Must Take Space may be separately metered and billed to Tenant in accordance with the provisions of Paragraph 8 of Exhibit B hereto. For purposes of the Lease, all references to the "Building" shall be deemed to refer to the Initial Building and/or the Adjacent Building, either individually or collectively as the context may require. In addition to the foregoing Landlord agrees that should Tenant enter into any sublease for a portion of the Must Take Space only (i.e., exclusive of the initial Premises) which would commence within the six (6) month period beginning on the Commencement Date for the Must Take Space, then with respect to any such sublease (A) Tenant's obligation to share any excess rent with Landlord pursuant to Subsection 9.1(c)(2) below shall only be applicable if the sublease term exceeds two (2) years and (B) Landlord's rights to disapprove the subtenant pursuant to Subsections 9.1(c)(3), (4) or (5) or to recapture the subleased premises pursuant to Subsection 9.1(d) shall only be applicable if the sublease term exceeds three (3) years. Not later than June 1, 1999, Tenant shall deliver to Landlord the sum of Fifty-Five Thousand Seven Hundred Thirty-Four Dollars ($55,734.00) which shall be applied against the Basic Rent first due and payable for the Must Take Space.

Must Take Space. Sublessee Tenant hereby agrees and acknowledges thatthat in the event the existing tenant (the “Suite 800 Tenant”) in the 55 Almaden fails to timely exercise its option to renew the term of its lease (the “Suite 800 Existing Lease”) which option must be exercised by October 3, subject to the rights of Sublessor described in this subsection 1.b.2019, Sublessee then Tenant shall be obligated to sublease expand in that certain 17,941 square feet of space designated as Suite 800 in the Must-55 Almaden Building (the “Suite 800 Space”) following the Suite 800 Tenant surrendering the Suite 800 Space to Landlord following the expiration or earlier termination of the Suite 800 Existing Lease. The Suite 800 Space is depicted in Exhibit B attached hereto and incorporated herein for all purposes. Following the date that such Suite 800 Tenant’s existing renewal option lapses, Landlord shall send written notice to Tenant (the “Must Take Notice”) advising Tenant of the same and notifying Tenant that pursuant to this Paragraph 13, the Premises shall be expanded to include the Suite 800 Space. If the Suite 800 Tenant does exercise its renewal option, then this Paragraph 13 shall be null and void and Tenant shall not be obligated to expand into the Term of this Sublease Suite 800 Space. If Landlord delivers a Must Take Notice to Tenant, then Tenant shall commence with respect to lease the Must-Take Suite 800 Space on the Must-Take Date described in the Defined Terms. From and after the Must-Take Datefollowing terms: (i) the Base Rent Lease Term for the Suite 800 Space shall be adjusted as described in coterminous with the Defined TermsLease Term for the balance of the Premises, and (ii) Sublessee's Share the Lease Term for the Suite 800 Space shall be adjusted in accordance with commence on the Defined Terms to reflect the increased rentable square footage date that is ten (10) days following Landlord’s delivery of the Premises. Notwithstanding the foregoing, Sublessee acknowledges and agrees that Sublessor shall have the right to continue to market the Must-Take Space and sublease such Must-Take Suite 800 Space to third parties at any time prior to Tenant, (iii) the Must-Take Date. If Sublessor enters into a letter of intent (the "Letter of Intent") to sublet the Must-Take Space to a third party prior to the Must-Take Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such Letter of Intent. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent in which to send Sublessor a written notice (the "Sublessee's Notice") that Sublessee desires to sublet the Must-Take Space on all of the terms of that Letter of Intent except that the duration of the term for the Must-Take Space shall be co-terminous with the then existing term hereof, in which event within five (5) business days after the date of the Sublessee's Notice, Sublessor and Sublessee shall enter into an amendment to this Sublease evidencing the terms of such subletting, and the definition of the Base Rent, Term, Must-Take Date and Security Deposit described in the Defined Terms shall be amended accordingly to reflect the terms of the Letter of Intent initial Basic Annual Rent rate payable with respect to the Must-Take Space. If Sublessee fails to exercise Sublessee's rights in a timely manner pursuant to the terms of this subsection 1.b., then Sublessor shall be free to sublease the Must-Take Space to a third party on substantially the same terms (and in no event for economic terms less than 90% of those set forth in the Letter of Intent) described in the Letter of Intent and Sublessee's rights to the Must-Take Suite 800 Space shall be null equal $4.45 per square foot of rentable area per month and void, in which event Sublessor and Sublessee such rate shall enter into an amendment to this Sublease adjusting the definitions escalate by three percent (3%) on each anniversary of the Base Rent, Sublessee's Share and Security Deposit accordingly. However, the Sublease shall continue in full force and effect commencement date with respect to the Initial Sublet Suite 800 Space, (iv) the initial three (3) monthly installment of Basic Annual Rent with respect to the Suite 800 Space shall be abated, (v) Tenant shall pay as Additional Rent the Suite 800 Space’s proportionate share of Operating Costs in excess of those incurred in a 2021 Base Year, (vi) Tenant shall lease the Suite 800 Space in its as-is condition and Landlord shall have no obligation to improve the same, except that Landlord shall provide a tenant improvement allowance equal to $60 per square foot of Rentable Area in the Suite 800 Space for a total allowance amount of $1,076,460 and (viii) in lieu of the Standard Parking Allocation, Tenant shall be provided with three (3) parking spaces per 1,000 square feet of Rentable Area in the Suite 800 Space and shall be required to pay the prevailing rate with respect to such parking spaces (plus applicable taxes), as such rate is subject to increase from time to time. If Sublessor does not enter Tenant’s expansion into a sublease the Suite 800 Space shall be deemed automatic to the extent Landlord delivers the Must Take Notice to Tenant; provided, however, if Landlord requests, Tenant shall execute an amendment to the Lease documenting such expansion and the terms set forth above. In no event shall Landlord be liable to Tenant in the event there is any delay in delivery of the Suite 800 Space to Tenant due to the Suite 800 Tenant holding over in the Suite 800 Space following the expiration or earlier termination of its lease; provided, however, Tenant shall have no obligation to pay any rent for the Must-Take Suite 800 Space prior until Landlord delivers the Suite 800 Space to the Must-Take Date, then Sublessee shall be obligated to sublet the Must-Take Space on the Must-Take Date in accordance with the terms of this SubleaseTenant.

Must Take Space. Sublessee Tenant hereby agrees and acknowledges that, subject to add to the rights Premises, approximately 12,176 additional rentable square feet of Sublessor space located on the fifth (5th) floor of the Building, as such space is further described in this subsection 1.b., Sublessee shall be obligated to sublease the Must-on Exhibit “A” attached hereto (“Must Take Space, and ”). So long as Landlord delivers the Term of this Sublease shall commence with respect to the Must-Must Take Space on the Must-Take Date described in the Defined Terms. From and after the Must-Take Date: (i) the Base Rent shall be adjusted as described in the Defined Terms, and (ii) Sublessee's Share shall be adjusted in accordance with the Defined Terms to reflect the increased rentable square footage of the Premises. Notwithstanding the foregoing, Sublessee acknowledges and agrees that Sublessor shall have the right to continue to market the Must-Take Space and sublease such Must-Take Space to third parties at any time prior to the Must-Take Date. If Sublessor enters into a letter of intent (the "Letter of Intent") to sublet the Must-Take Space to a third party prior to the Must-Take Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such Letter of Intent. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent in which to send Sublessor a written notice (the "Sublessee's Notice") that Sublessee desires to sublet the Must-Take Space on all of the terms of that Letter of Intent except that the duration of the term for the Must-Take Space shall be co-terminous with the then existing term hereof, in which event within five (5) business days after the date of the Sublessee's Notice, Sublessor and Sublessee shall enter into an amendment to this Sublease evidencing the terms of such subletting, and the definition of the Base Rent, Term, Must-Take Date and Security Deposit described in the Defined Terms shall be amended accordingly to reflect the terms of the Letter of Intent with respect to the Must-Take Space. If Sublessee fails to exercise Sublessee's rights in a timely manner pursuant to the terms of this subsection 1.b., then Sublessor shall be free to sublease the Must-Take Space to a third party on substantially the same terms (and in no event for economic terms less than 90% of those set forth in the Letter of Intent) described in the Letter of Intent and Sublessee's rights to the Must-Take Space shall be null and void, in which event Sublessor and Sublessee shall enter into an amendment to this Sublease adjusting the definitions of the Base Rent, Sublessee's Share and Security Deposit accordingly. However, the Sublease shall continue in full force and effect with respect to the Initial Sublet Space. If Sublessor does not enter into a sublease for the Must-Take Space prior to the Must-Take Date, then Sublessee shall be obligated to sublet the Must-Take Space on the Must-Take Date in accordance with the terms of this SubleaseLease, the effective date of Tenant’s lease of the Must Take Space shall be November 1, 2008 (“Must Take Commencement Date”). Tenant’s lease of the Must Take Space shall be on the same terms and conditions as affect the original Premises throughout the Lease Term, including, without limitation, the same Base Rent (per rentable square foot) as then applies to the Premises; provided, however, that (i) as set forth in Section 9.2 of the Summary, Tenant’s Share shall be increased to take into account the additional number of rentable square feet of the Must Take Space, (ii) Tenant shall be entitled to a one-time Improvement Allowance for the Must Take Space in the amount of $25.00 per usable square foot of the Must Take Space, which allowance shall be distributed at the same time as the Improvement Allowance for the entire Premises) and (iii) the number of parking passes to which Tenant is entitled shall be increased in accordance with the ratio set forth in Section 12 of the Summary. Anything herein to the contrary notwithstanding, (i) the Lease Term for the Must Take Space and Tenant’s obligation to pay rent with respect to the Must Take Space shall commence upon the Must Take Commencement Date and shall expire co-terminously with the Lease Term, and (ii) Landlord shall deliver the Must Take Space to Tenant at the same time Landlord delivers the Original Premises to Tenant and Tenant, at Tenant’s option, shall have full use and occupancy of the Must Take Space prior to the Must Take Commencement Date. In the event Tenant occupies the Must Take Space prior to Health Management Systems Corporate Point the Must Take Commencement Date Tenant shall be required to make applicable payments of Additional Rent. The Options to extend set forth in Section 2.3 below shall apply to the Must Take Space and the original Premises as a single space (i.e., Tenant may elect to extend the Term as to both the original Premises and the Must Take Space and not as to either space independently).

Must Take Space. Sublessee hereby agrees (a) Must-Take Space Taken on Must-Take Space Date. If Tenant is not then leasing that certain space consisting of 8,280 square feet of Floor Rentable Area in the Building known as Suite 360 and acknowledges thatas depicted on Exhibit A attached hereto and by this reference made a part hereof (the "Must-Take Space"), subject to on July 1, 2009 (the rights of Sublessor described in this subsection 1.b."Must-Take Space Date"), Sublessee the Demised Premises shall be obligated automatically expanded to sublease include all of the Must-Take SpaceSpace and as of such date, the Must-Take Space shall be subject to all of the terms and conditions of the Term of this Sublease shall commence with respect Lease, as amended. Tenant will accept the Must-Take Space "AS IS" and acknowledges that Landlord will have no obligation to make any tenant improvements or alterations to the Must-Take Space or to provide any credit, abatement or adjustment of Rent or other sum payable under the Lease, as amended herein, except as expressly set forth in the Second Amendment. Tenant shall commence paying Base Rental and Tenant's Additional Rental on the Must-Take Date described Space in the Defined Terms. From same manner and after calculated at the Must-Take Datesame rate as Base Rental and Tenant's Additional Rental is then calculated and paid on the Demised Premises under the Lease, subject to future adjustment as provided in the Lease, being the earlier to occur of: (i) the Base Rent shall be adjusted as described in the Defined Terms, and ninety (ii90) Sublessee's Share shall be adjusted in accordance with the Defined Terms to reflect the increased rentable square footage of the Premises. Notwithstanding the foregoing, Sublessee acknowledges and agrees that Sublessor shall have the right to continue to market the Must-Take Space and sublease such Must-Take Space to third parties at any time prior to the Must-Take Date. If Sublessor enters into a letter of intent (the "Letter of Intent") to sublet days after Landlord delivers the Must-Take Space to a third party prior to Tenant in its AS-IS condition or (ii) the date Tenant commences business operations from all or any portion of the Must-Take Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such Letter of IntentSpace. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent in which The Construction Allowance for improvements provided to send Sublessor a written notice (the "Sublessee's Notice") that Sublessee desires to sublet the Must-Take Space on all of the terms of that Letter of Intent except that the duration of the term Tenant for the Must-Take Space shall be co-terminous with the then existing term hereof, in which event within five (5) business days after the date an amount equal to $37.00 per square foot of the Sublessee's Notice, Sublessor and Sublessee shall enter into an amendment to this Sublease evidencing the terms Net Floor Area of such subletting, and the definition of the Base Rent, Term, Must-Take Date and Security Deposit described in the Defined Terms shall be amended accordingly to reflect the terms of the Letter of Intent with respect to the Must-Take Space. If Sublessee fails to exercise SublesseeTenant's rights in a timely manner pursuant to the terms lease of this subsection 1.b., then Sublessor shall be free to sublease the Must-Take Space to a third party on substantially hereunder and during the same terms (and in no event for economic terms less than 90% of those set forth in the Letter of Intent) described in the Letter of Intent and Sublessee's rights to the Must-Take Space shall be null and void, in which event Sublessor and Sublessee shall enter into an amendment to this Sublease adjusting the definitions remainder of the Base RentExtension Term will be subject to all terms and conditions of the Second Amendment, Sublessee's Share and Security Deposit accordingly. However, the Sublease shall continue in full force and effect with respect to the Initial Sublet Space. If Sublessor does not enter into a sublease for the Must-Take Space prior to the Must-Take Date, then Sublessee shall be obligated to sublet the Must-Take Space on the Must-Take Date in accordance with the terms of this Subleaseas amended herein.

Must Take Space. Sublessee hereby Tenant agrees and acknowledges that, subject to add to the rights Premises the approximately 4,676 Rentable Square Feet (approximately 4,138 Useable Square Feet) of Sublessor described space contiguous to the Premises presently known as Suite 301 of the Building (the "Must-Take Space"). The Must-Take Space is depicted on EXHIBIT A-3 attached to this Lease. Landlord shall deliver the Must-Take Space to Tenant, and Tenant shall accept tender thereof from Landlord, in its then "as-is" condition and at such time as the existing occupant vacates the Must-Take Space whether due to the scheduled expiration or earlier termination of such occupant's lease with Landlord (the "Delivery Date"). Beginning on the Delivery Date and continuing for the balance of the Lease Term (including any extensions): (a) the Must-Take Space shall be part of the Premises under this Lease (so that the term "Premises" in this subsection 1.b.Lease shall refer to the space in the Premises immediately before the Delivery Date plus the Must-Take Space), Sublessee and (b) Tenant's Share of Direct Expenses shall be obligated adjusted, in accordance with Subsection 5.2.6 of this Lease, to sublease reflect the increased Rentable Area of the Premises. Tenant's lease of the Must-Take Space shall be on the same terms and conditions as affect the Premises provided, however, that upon taking possession of the Must-Take Space, Tenant shall be entitled to an allowance from Landlord in an amount equal to Five Dollars ($5.00) per square foot of Useable Area within the Must-Take Space for use by Tenant in refurbishing the Must-Take Space (the "Refurbishment Allowance"). The Refurbishment Allowance may only be used for general cleaning and repairs, installation of new carpet, paint and wall coverings, and other permanent improvements to the Term Must-Take Space and must be used by Tenant, if at all, within one hundred and eighty (180) days following the Delivery Date. Tenant's failure to use the Refurbishment Allowance within such one hundred and eighty (180) day period shall constitute Tenant's waiver of this Sublease its right to the Refurbishment Allowance. Basic Rent and Tenant's Share of Direct Expenses shall commence start to accrue with respect to the Must-Take Space on the Delivery Date. Landlord shall provide written notice (the "Must-Take Date described in Notice") to Tenant at least ten (10) days before the Defined TermsDelivery Date. From and after the The Must-Take Date: (i) Notice shall indicate the Base Rent shall be adjusted as described in the Defined Terms, and (ii) Sublesseeanticipated date of Landlord's Share shall be adjusted in accordance with the Defined Terms to reflect the increased rentable square footage delivery of the Premises. Notwithstanding the foregoing, Sublessee acknowledges and agrees that Sublessor shall have the right to continue to market the Must-Take Space and sublease such Must-Take Space to third parties at any time prior to the Must-Take Date. If Sublessor enters into a letter of intent (the "Letter of Intent") to sublet the Must-Take Space to a third party prior to the Must-Take Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such Letter of IntentTenant. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent in which to send Sublessor a written notice (the "Sublessee's Notice") that Sublessee desires to sublet After Landlord delivers the Must-Take Space on all of the terms of that Letter of Intent except that the duration of the term for the Must-Take Space shall be co-terminous with the then existing term hereofto Tenant, in which event within five (5) business days after the date of the Sublessee's Notice, Sublessor Landlord and Sublessee Tenant shall enter into an amendment to this Sublease evidencing Lease specifying that the terms of such subletting, and the definition of the Base Rent, Term, Must-Take Date Space is a part of the Premises under this Lease, that for purposes of calculating the Rentable Area and Security Deposit described in Useable Area of the Defined Terms Premises and the Building, the Third floor corridor shall be amended accordingly to reflect the terms deemed a part of the Letter of Intent with respect Premises, and containing other appropriate terms and provisions relating to the Must-Take Space. If Sublessee fails to exercise Sublessee's rights in a timely manner pursuant to the terms of this subsection 1.b., then Sublessor shall be free to sublease the Must-Take Space to a third party on substantially the same terms (and in no event for economic terms less than 90% of those set forth in the Letter of Intent) described in the Letter of Intent and Sublessee's rights to the Must-Take Space shall be null and void, in which event Sublessor and Sublessee shall enter into an amendment to this Sublease adjusting the definitions of the Base Rent, Sublessee's Share and Security Deposit accordingly. However, the Sublease shall continue in full force and effect with respect to the Initial Sublet Space. If Sublessor does not enter into a sublease for the Must-Take Space prior to the Must-Take Date, then Sublessee shall be obligated to sublet the Must-Take Space on the Must-Take Date in accordance with the terms of this Sublease.

Must Take Space. Sublessee hereby agrees Landlord and acknowledges that, Tenant acknowledge that the second (2nd) floor of the Project (the “Must Take Space”) consisting of approximately 48,896 rentable square feet is currently subject to a Lease (the rights of Sublessor described in this subsection 1.b.“Omnivision Lease”) to Omnivision Technologies (“Omnivision”). The Omnivision Lease is scheduled to expire on June 30, Sublessee 2009. Landlord and Tenant hereby agree that subject to Article 33 below, the Premises shall be obligated expanded to sublease include the Must-Take Space, and the Term of this Sublease shall commence with respect to the Must-Must Take Space on effective as of the Must-date (the “Must Take Date described in Commencement Date”) that is the Defined Terms. From and after the Must-Take Date: later of (i) the Base Rent shall be adjusted as described in the Defined TermsJuly 1, 2009, and (ii) Sublessee's Share shall be adjusted in accordance with the Defined Terms to reflect the increased rentable square footage date by which all of the Premises. Notwithstanding following have occurred (the foregoing, Sublessee acknowledges and agrees that Sublessor shall have “Must Take Delivery Conditions”): Landlord has delivered the right to continue to market the Must-Take Space and sublease such Must-Must Take Space to third parties Tenant in a broom clean condition, free of any personal property of any prior tenants other than cubicles and furniture and in substantially its configuration existing as of the date of this Lease and with the following work to such space to be substantially completed by Landlord at any time prior no charge or cost to Tenant: (a) cause all Building-standard lighting within the Must-Take Date. If Sublessor enters into a letter of intent (the "Letter of Intent") to sublet the Must-Must Take Space to a third party prior be in good working condition, (b) replace damaged and/or stained ceiling tiles throughout the Must Take Space, (c) cause all bathroom fixtures and door handles for the restrooms to be in proper working order, (d) cause all life-safety systems within the Must-Must Take Space to be in good working order, and (e) patch and match finishes within the conference rooms of the Must Take Space where permanent fixtures have been removed (if any). Commencing on the Must Take Commencement Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such Letter of Intent. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent in which to send Sublessor a written notice (the "Sublessee's Notice") that Sublessee desires to sublet the Must-Take Space on all Tenant’s lease of the terms of that Letter of Intent except that the duration of the term for the Must-Must Take Space shall be on the same terms and conditions as affect the original Premises throughout the Term, including, without limitation, the same Basic Rental rate (per rentable square foot) as then applies to the original Premises; provided, however, that (A) as indicated in Section 1(E) above, Tenant’s Proportionate Share shall be increased to take into account the additional number of rentable square feet of the Must Take Space, and (B) except for the Must Take Delivery Conditions, the Must Take Space shall be leased to Tenant in its then “as is” condition (i.e., Landlord shall not be required to construct any additional improvements in, or contribute any additional Tenant Improvement Allowance for, the Must Take Space and the Tenant Work Letter attached hereto as Exhibit “D” shall not apply to the Must Take Space). The Term for the Must Take Space and Tenant’s obligation to pay rent with respect to the Must Take Space shall commence upon the Must Take Commencement Date and shall expire co-terminous terminously with the then existing term hereofTerm for the original Premises. Landlord shall not be liable to Tenant or otherwise be in default hereunder in the event that Landlord is unable to deliver the Must Take Space to Tenant on the projected delivery date thereof due to the failure of Omnivision to timely vacate and surrender to Landlord the Must Take Space, in which event within five (5) business days or any portion thereof; provided, however, that Landlord agrees to use its commercially reasonable efforts to enforce its right to possession of such Must Take Space against such other tenant. Promptly after the date of the Sublessee's NoticeMust Take Commencement Date has occurred, Sublessor Landlord and Sublessee Tenant shall enter into execute an amendment to this Sublease evidencing Lease adding the terms of such subletting, and the definition of the Base Rent, Term, Must-Take Date and Security Deposit described in the Defined Terms shall be amended accordingly to reflect the terms of the Letter of Intent with respect to the Must-Take Space. If Sublessee fails to exercise Sublessee's rights in a timely manner pursuant to the terms of this subsection 1.b., then Sublessor shall be free to sublease the Must-Must Take Space to a third party on substantially the same Premises upon the terms (and in no event for economic terms less than 90% of those conditions set forth in the Letter of Intent) described in the Letter of Intent and Sublessee's rights to the Must-Take Space shall be null and void, in which event Sublessor and Sublessee shall enter into an amendment to this Sublease adjusting the definitions of the Base Rent, Sublessee's Share and Security Deposit accordingly. However, the Sublease shall continue in full force and effect with respect to the Initial Sublet Space. If Sublessor does not enter into a sublease for the Must-Take Space prior to the Must-Take Date, then Sublessee shall be obligated to sublet the Must-Take Space on the Must-Take Date in accordance with the terms of this SubleaseSection 2(b).

Must Take Space. Sublessee hereby agrees and acknowledges that, subject to (a) add to the rights of Sublessor described in this subsection 1.b.Subleased Premises, Sublessee shall be obligated to sublease the Must-Take Space, and the Term of this Sublease shall commence with respect to the Must-Take Space on the Must-Take Date described in the Defined Terms. From and after the Must-Take Date: date that is thirty (i30) the Base Rent shall be adjusted as described in the Defined Terms, and (ii) Sublessee's Share shall be adjusted in accordance with the Defined Terms to reflect the increased rentable square footage of the Premises. Notwithstanding the foregoing, Sublessee acknowledges and agrees that Sublessor shall have the right to continue to market the Must-Take Space and sublease such Must-Take Space to third parties at any time prior to the Must-Take Date. If Sublessor enters into a letter of intent (the "Letter of Intent") to sublet the Must-Take Space to a third party prior to the Must-Take Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such Letter of Intent. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent in which to send Sublessor a written notice (the "Sublessee's Notice") that Sublessee desires to sublet the Must-Take Space on all of the terms of that Letter of Intent except that the duration of the term for the Must-Take Space shall be co-terminous with the then existing term hereof, in which event within five (5) business days after the date of the Sublessee's Noticemutual execution of this Amendment, approximately 50,000 additional rentable square feet of xxxx house space contiguous to the original Subleased Premises, as such space is designated by Sublessor (the "First Must Take Space"); (b) add to the Subleased Premises, on the date that is sixty (60) days after the date of the mutual execution of this Amendment, approximately 50,000 additional rentable square feet of warehouse space contiguous to the First Must Take Space, as such space is designated by Sublessor (the "Second Must Take Space"); and (c) add to the Subleased Premises, on the date that is six (6) months after the date of the mutual execution of this Amendment, the remainder of the Master Premises, containing approximately 182,600 additional rentable square feet of warehouse space contiguous to the Second Must Take Space (the "Third Must Take Space), as such space is designated by Sublessor. The square footages of the First Must Take Space, Second Must Take Space and Third Must Take Space set forth in this Section 2 are hereby stipulated by Sublessor and Sublessee to be true and correct. The effective date of Sublessee's lease of the First Must Take Space shall enter into an amendment to be the date that is thirty (30) days after the date of the mutual execution of this Sublease evidencing Amendment (the "First Must Take Commencement Date), the effective date of Sublessee's lease of the Second Must Take Space shall be the date that is sixty (60) days after the date of the mutual execution of this Amendment (the "Second Must Take Commencement Date") and the effective date of Sublessee's lease of the Third Must Take Space shall be the date that is six (6) months after the date of the mutual execution of this Amendment (the "Third Must Take Commencement Date"). Sublessee's lease of the First Must Take Space, Second Must Take Space and Third Must Take Space shall be on the same terms and conditions as affect the original Subleased Premises; provided, however, that (A) Sublessee's proportionate share of such sublettingtaxes, insurance, Operating Costs, and all other items for which Sublessee is responsible for its proportionate share under the definition Sublease shall be increased to take into account the additional number of rentable square feet of the Base RentFirst Must Take Space, TermSecond Must Take Space and Third Must Take Space, Must-as further set forth in Section 4 below, and (ii) the First Must Take Date Space, Second Must Take Space and Security Deposit described in the Defined Terms Third Must Take Space shall be amended accordingly leased to reflect Sublessee in their then current condition, subject to the terms improvements to be constructed pursuant to Section 6 below, without any representations or warranties. The term of Sublessee's lease for the Letter of Intent First Must Take Space, Second Must Take Space and Third Must Take Space, and Sublessee's obligation to pay rent and all other charges with respect to the Must-First Must Take Space. If Sublessee fails to exercise Sublessee's rights in a timely manner pursuant to the terms of this subsection 1.b., then Sublessor shall be free to sublease the Must-Second Must Take Space to a third party on substantially the same terms (and in no event for economic terms less than 90% of those set forth in the Letter of Intent) described in the Letter of Intent and Sublessee's rights to the Must-Third Must Take Space shall commence upon the First Must Take Commencement Date, Second Must Take Commencement Date and Third Must Take Commencement Date respectively, and shall expire on the "Expiration Date". Sublessor shall not be null and voidliable to Sublessee or otherwise be in default hereunder in the event that Sublessor is unable to deliver the First Must Take Space, in which event Sublessor and Sublessee shall enter into an amendment to this Sublease adjusting the definitions of the Base Rent, Sublessee's Share and Security Deposit accordingly. However, the Sublease shall continue in full force and effect with respect to the Initial Sublet Space. If Sublessor does not enter into a sublease for the Must-Second Must Take Space prior to the Must-or Third Must Take Date, then Sublessee shall be obligated to sublet the Must-Take Space on the Must-Take Date in accordance with the terms of this Sublease.Space

Must Take Space. Sublessee hereby agrees and acknowledges that, subject to the rights of Sublessor described in this subsection 1.b., Sublessee shall be obligated to sublease the Must-Take Space, and the Term of this Sublease shall commence with respect to the Must-Take Space on the Must-Take Date described in the Defined Terms. From and after the Must-Take Date: (i) the Base Rent shall be adjusted as described in the Defined Terms, and (ii) Sublessee's Share shall be adjusted in accordance with the Defined Terms to reflect the increased rentable square footage of the Premises. Notwithstanding the foregoing, Sublessee acknowledges and agrees that Sublessor shall have the right to continue to market the Must-Take Space and sublease such Must-Take Space to third parties at any time prior to the Must-Take Date. If Sublessor enters into a letter of intent (the "Letter of Intent") to sublet the Must-Take Space to a third party prior to the Must-Take Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such Letter of Intent. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent in which to send Sublessor a written notice (the "Sublessee's Notice") that Sublessee desires to sublet the Must-Take Space on all of the terms of that Letter of Intent except that the duration of the term for the Must-Take Space shall be co-terminous with the then existing term hereof, in which event within five (5) business days after the date of the Sublessee's Notice, Sublessor and Sublessee shall enter into an amendment to this Sublease evidencing the terms of such subletting, and the definition of the Base Rent, Term, Must-Take Date and Security Deposit described in the Defined Terms shall be amended accordingly to reflect the terms of the Letter of Intent with respect to the Must-Take Space. If Sublessee fails to exercise Sublessee's rights in a timely manner pursuant Subject to the terms of this subsection 1.b.and conditions herein, then Sublessor Landlord shall deliver and Tenant shall be free required to sublease the Must-lease such Must Take Space to a third party on substantially the same terms (and in no event for economic terms less than 90% of those set forth in the Letter of IntentSpace(s) described in the Letter of Intent and Sublessee's rights to the Must-Take Space shall be null and void, in which event Sublessor and Sublessee shall enter into an amendment to this Sublease adjusting the definitions of the Base Rent, Sublessee's Share and Security Deposit accordingly. However, the Sublease shall continue in full force and effect with respect to the Initial Sublet Space. If Sublessor does not enter into a sublease for the Must-Take Space prior to the Must-Take Date, then Sublessee shall be obligated to sublet the Must-Take Space on the Must-Take Date in accordance with the terms of this SubleaseSection 39 (the “Must Take Provision”). Each increment of the Must Take Space shall be delivered in the Delivery Condition. The “Delivery Condition” means: (i) in its then existing condition as second generation space with reasonable wear and tear and, if applicable, fixtures and equipment having been removed (it being the intention of the parties that Landlord shall not be required to perform any improvements in any of the Must Take Space other than repairing holes in walls and the like), (ii) subject to the terms of Section 2 of this Lease, the Building Systems (HVAC, mechanical, electrical and plumbing) are operational, (iii) that all necessary hazardous materials clearances required by applicable laws have been obtained with respect to such increment of the Must Take Space, and (iv) free of the prior tenant’s personal property and otherwise in broom clean condition. Landlord shall endeavor to provide no less than 30 days advance written notice to Tenant of the actual delivery date of each increment of the Must Take Space and shall use commercially reasonable efforts to deliver each increment of Must Take Space to Tenant in the Delivery Condition as promptly as reasonably possible after the surrender of such increment by the prior tenant. Landlord shall use reasonable efforts to cause the prior tenant of each increment to surrender the applicable increment of the Must Take Space on or before the estimated delivery date (subject to the rights of existing tenants of the Must Take Spaces to extend the term of their lease) for such space, provided that reasonable efforts shall not include taking legal action against any such prior tenant. If Landlord does not deliver a particular increment of Must Take Space (each, a “Delayed Must Take Space”) within 30 days after the estimated delivery date (subject to the rights of existing tenants of the Must Take Spaces to extend the term of their lease) for such Must Take Space (each, a “Must Take Abatement Date”) because of the prior tenant’s failure to surrender such Delayed Must Take Space, then Tenant shall receive 1 day of abated Base Rent with respect to such Delayed Must Take Space for each day after the applicable Must Take Abatement Date that Landlord fails to deliver such Delayed Must Take Space to Tenant in the Delivery Condition. Notwithstanding the foregoing, if any increment of the Must Take Space is not delivered to Tenant on or before November 1, 2020, then Tenant shall not be obligated to lease same.