Common use of Prime Lease Clause in Contracts

Prime Lease. a. This Sublease is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. (a) Sublessor represents that it is not in default under the Prime Lease and that, to the best of its knowledge, the Prime Landlord is not in default thereunder. Sublessor further represents that the attached redacted copy of the Prime Lease is a true and correct copy thereof. This Sublease is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have Sublessee has no obligation to obtain any liability for non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If compliance with the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements portions of the Prime Lease. Subtenant The Prime Lease shall not do control any conflict or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of inconsistency between the terms, covenantscovenants and conditions of this Sublease and the terms, or agreements covenants and conditions of the Prime Lease. Except as modified herebyAll the terms, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord covenants and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” conditions contained in the Prime Lease shall be construed applicable to mean this Sublease with the “Premises”; references to “Landlord” in same force and effect as if Sublessor were the Landlord under the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in and Sublessee were the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to under the Prime Lease. c. (b) In case of any breach of this Sublease by Sublessee, Sublessor shall have all the event rights against Sublessee as would be available to the Prime Landlord against the Tenant for Tenant's breach of the Prime Lease. Any breach of this Sublease by Sublessee which would constitute a conflict between breach of the terms Prime Lease if Sublessee were the Tenant under the Prime Lease shall constitute a breach of the Prime Lease and Prime Landlord may exercise all rights and remedies available under the terms Prime Lease against Sublessor and Sublessee, and may enforce all provisions of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control including those pertaining to the extent they are inconsistent with the terms collection of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)Rent. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”c) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a without Prune Landlord's prior written agreement signed by the party to consent. Any modification without Prime Landlord's written consent shall be chargednull and void. f. Subtenant acknowledges that, under (d) If the Prime LeaseLease is terminated or Prime Landlord re-enters or repossesses the Sublet Premises, Sublandlord has expressly waived certain rights then Prime Landlord may, at its option, assume Sublessor's right, title and remedies that might otherwise interest as the Sublessor under this Sublease and, at Prime Landlord's option, Sublessee will attorn to Prime Landlord. Notwithstanding any such assumption, Prime Landlord shall: (i) have no liabilities for any previous acts or omissions of Sublessor under this Sublease; (ii) not be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each any existing defense or offset against Sublessor, (iii) not be bound by any previous modification of those waivers in favor this Sublease made without Prime Landlord's prior written consent, or (iv) have no liabilities for any prepayment of Sublandlordmore than one-month's rent under this Sublease.

Prime Lease. a. This Subtenant hereby acknowledges that Sublandlord is the tenant under the Prime Lease. The Prime Lease attached hereto as Exhibit B is incorporated by reference as fully as if the terms and provisions thereof were set forth herein. Notwithstanding any provision herein to the contrary, this Sublease is shall automatically terminate upon the expiration or termination of the Prime Lease for any reason. b. Except as provided in this Sublease, Subtenant agrees to assume and shall be subject bound by the same responsibilities, rights, obligations and subordinate duties that Sublandlord has under the Prime Lease as the same relate to the Subleased Premises. To the extent that any action taken or proposed by Subtenant requires the approval of Prime Landlord under the Prime Lease, any it is understood and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect agreed that such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease action shall also terminate on require the date approval of Sublandlord under this Sublease. It is further understood and agreed that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted as to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any all of the rights and remedies granted to (but not the obligations) which Prime Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to under the Prime Lease. c. In Where the event exercise or existence of a conflict between Subtenant’s rights hereunder are conditioned upon the giving of notice to Prime Landlord under the terms of the Prime Lease, Subtenant shall exercise its rights under this Sublease by giving Sublandlord written notice of such exercise at least three (3) business days prior to the time specified therefor in the Prime Lease. Sublandlord will thereafter take such reasonable action as may be necessary to request Prime Landlord’s consent. d. In the event that (i) Prime Landlord does not cure any breach, violation or default by Prime Landlord under the Prime Lease which directly affects the Subleased Premises within the time periods provided thereunder, and (ii) Sublandlord elects not to pursue its remedies, if any, under the terms Prime Lease, then Subtenant may, upon written notice to Sublandlord, commence and diligently pursue Sublandlord’s remedies, if any, under the Prime Lease at Subtenant’s sole cost and expense. Sublandlord agrees to promptly (and in all events not later than four (4) business days) notify Subtenant of this Subleasewhether it intends to pursue its remedies under the Prime Lease, and, if Sublandlord elects not to pursue its remedies, Sublandlord agrees to cooperate, as between Sublandlord and may be required, in Subtenant, ’s prosecution of Sublandlord’s remedies under the terms of the Sublease shall control to the extent they are inconsistent with the Prime Lease. e. The terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extentare hereby fully incorporated by reference into this Sublease. In additionthe event any term, the following sections and exhibits covenant, condition or obligation of either party under this Sublease shall conflict or is inconsistent with any such term of the Prime Lease shall not apply to Lease, then the terms of this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”)subtenant shall dictate and control each such party’s obligations, Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require except where such compliance or conduct would cause a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, default under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This (a) Except as otherwise expressly provided in this Sublease or as modified by this Sublease and except as the same may be inapplicable hereto or inconsistent herewith, (i) this Sublease is subject to and made upon all the terms, covenants and conditions of the Prime Lease as applicable to the Subleased Premises, with the same force and effect as if fully set forth herein, and (ii) all terms, covenants and conditions which Sublandlord is bound to comply with under the Prime Lease shall be subject binding upon Subtenant hereunder insofar as any such term, covenant, or condition affects the Subleased Premises or Subtenant’s use thereof. (b) Subtenant agrees to observe and subordinate perform the terms, covenants and conditions on its part to be observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord, as tenant under the Prime Lease, any ; and all ground or underlying leases affecting Subtenant agrees to be bound by the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior insofar as they apply to the Expiration DateSubleased Premises. Except as set forth herein, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all remedies of the termsparties, covenantsas Sublandlord and Subtenant hereunder, shall be the same as the respective remedies of landlord and agreements of tenant under the Prime Lease. . (c) Regarding the Subleased Premises, Subtenant shall not do or permit anything to be done in, any act or in connection with Subtenant’s use thing which will constitute a breach or occupancy of, the Premises, which would violate violation of any of the terms, covenants, covenants or agreements conditions of the Prime Lease. Except as modified herebyAs of the Restated Sublease Commencement Date, except for Subtenant will indemnify and hold harmless Sublandlord from and against all losses, costs, damages, expenses and liability, including reasonable attorneys’ fees, which Sublandlord may incur or pay out by reason of any provisions injuries to person or property occurring in, on or about the Subleased Premises, or by reason of this any breach or default by Subtenant hereunder. As of the Restated Sublease Commencement Date, Sublandlord will indemnify and hold harmless Subtenant from and against all losses, costs, damages, expenses and liability, including reasonable attorneys’ fees, which conflict with Subtenant may incur or pay out by reason of any breach or default by Sublandlord under the Prime Lease or hereunder. In addition, with respect to the period from the Effective Date of the Original Sublease until the Restated Sublease Commencement Date, Sublandlord will indemnify and hold harmless Subtenant from and against all losses, costs, damages, expenses and liability, including reasonable attorneys’ fees, which Subtenant may incur or pay out by reason of any injuries to person or property occurring in, on or about the Premises (excluding the Original Subleased Premises). The indemnification obligations set forth herein and elsewhere in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have survive the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes expiration or termination of this Sublease, references to the “Premises” in . (d) The following provisions of the Prime Lease shall be construed inapplicable to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, ’s occupancy hereunder and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenantbe incorporated herein: last two paragraphs of Section 2.2 (“Option to Extend”2; Section 3; Section 4; Section 35; Section 36(B), Section 8 (“Brokers”38(a); Section, and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of 39; Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.40;

Prime Lease. a. This (a) It is understood that Sublandlord is a sublandlord and that Sublandlord grants this Sublease is under and shall be subject and subordinate to by virtue of its rights under the Prime Lease, any Lease and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is subordinate and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified herebyset forth below, the provisions of the Prime Lease are incorporated herein by reference, and made a part hereof, except for that: (i) each reference in such incorporated sections to “Lease” shall be deemed a reference to this “Sublease”; (ii) each reference to the “Premises” shall be deemed a reference to the “Subleased Premises”; (iii) each reference to “Landlord” shall be deemed a reference to “Sublandlord” and each reference to “Tenant” shall be deemed a reference to “Subtenant”, except as otherwise expressly set forth herein; (iv) with respect to work, services, utilities, electricity, repairs (including, without limitation, repairs of any provisions damage caused by Prime Landlord), restoration, insurance, indemnities, reimbursements, title, representations, warranties, covenants or the performance of any other obligation of the “Landlord” under the Prime Lease, whether or not incorporated herein, (A) reference to “Landlord” shall be deemed a reference solely to Landlord, and (B) the sole obligation of Sublandlord shall be to request the same in writing from Prime Landlord as and when requested to do so by Subtenant, and to use Sublandlord’s reasonable efforts (not including the payment of money or the incurring of any liabilities) to obtain Prime Landlord’s performance (provided, however, that Sublandlord shall not be required to institute any legal proceedings against Prime Landlord unless Subtenant pays all costs, and indemnifies, defends and holds Sublandlord harmless against all losses, costs (including reasonable attorney’s fees), claims, liabilities and damages, in connection therewith); (v) with respect to any obligation of Subtenant to be performed under this Sublease which conflict with Sublease, wherever the Prime Lease grants to the “Tenant” a specified number of days to perform its obligations under the Prime Lease (in which case the provisions of this Sublease including, without limitation, curing any defaults), Subtenant shall control have three (3) fewer calendar days (or such lesser time as between Sublandlord and Subtenant) and except as may be provided in Paragraph 14.c belowthis Sublease) to perform the obligation, Sublandlord but in no case shall Subtenant have less than three (3) business days to perform the same obligations to Subtenant and rights against Subtenant obligation; (vi) with respect to this Sublease, as any approval or consent required to be obtained from the “Landlord” under the Prime Lease, such approval or consent must be obtained from both Prime Landlord and Sublandlord, and Sublandlord’s withholding of approval or consent shall in all events be deemed reasonable if for any reason Prime Landlord’s approval or consent is not obtained, and if Prime Landlord’s approval may not be unreasonably withheld, conditioned and/or delayed under the Prime Lease, then Sublandlord’s consent shall likewise not be unreasonably withheld, conditioned and/or delayed, as the case may be; (vii) in any case where the “Landlord” reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areas beneath, above or adjacent thereto, such reservation or grant of right of entry shall be deemed to be for the benefit of both Prime Landlord and Sublandlord; (viii) in any case where “Tenant” is to indemnify, release or waive claims against “Landlord”, such indemnity, release or waiver shall be deemed to run from Subtenant to both Prime Landlord and Sublandlord; (ix) in any case where “Tenant” is to execute and deliver certain documents or notices to “Landlord”, such obligation shall be deemed to run from Subtenant to both Prime Landlord and Sublandlord; (x) all payments shall be made to Sublandlord, except as otherwise expressly required by the Prime Lease or Prime Landlord’s Consent; (xi) Subtenant shall pay all consent and review fees described in the Prime Lease; (xii) Subtenant shall not have the right to terminate this Sublease as to any or all of the Subleased Premises due to casualty or condemnation unless Sublandlord has such right (and opts to exercise such right) under the Prime Lease; and (xiii) the following provisions of the Prime Lease are not incorporated herein: Section 2.1; Section 2.2; Section 2.3; Section 2.4; Section 2.5; Section 2.6; Section 2.8; Section 2.10; Section 3; Section 4; Section 7.1; Section 8; Section 11; Section 12.1; Section 33; Section 41; Section 42; Exhibit A; Exhibit B; Exhibit D; and Exhibit F; and with respect to the First Amendment: Section 3; Section 5; Section 6; Section 8; Section 9; Section 10; Section 11; Section 12; Section 13; Section 15; and against any other provisions that are contrary to the terms of this Sublease. For purposes of this Sublease, all references to “TenantPrime Lease” pursuant hereunder shall refer to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Leaseexcluding those Sections set forth in Section 2(a)(xiii). In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as As between Sublandlord and Subtenant, the terms provisions of the Sublease Section 35.1 shall control not apply, but shall apply as between Sublandlord and Prime Landlord, and Subtenant and Prime Landlord. Subtenant expressly assumes and agrees to the extent they are inconsistent comply with the terms all provisions of the Prime Lease and their respective counterpart provisions in perform all of the obligations on the part of the “Tenant” to be performed under the Prime Lease shall be excluded to (except where such extent. In additionobligation arises by reason of a (i) breach of Sublandlord under this Sublease, or (ii) breach of Sublandlord under the following sections and exhibits Prime Lease (other than a breach of the Prime Lease shall not apply caused by Subtenant’s breach of its obligations under this Sublease)). In the event that the Prime Lease is terminated for any reason whatsoever, then subject to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”)the provisions of, and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, Landlord’s rights under the Prime Lease, this Sublease shall terminate simultaneously with such termination without any liability of Sublandlord to Subtenant. Subject to Subtenant’s performance of its obligations under this Sublease, Sublandlord shall not default in its monetary obligations under the Prime Lease (beyond any applicable notice and cure period). (b) During the term of this Sublease, Sublandlord shall promptly deliver to Subtenant copies of any and all notices of default delivered to or received from Prime Landlord. (c) Sublandlord hereby warrants and represents to Subtenant that (i) the Prime Lease is in full force and effect and Sublandlord has expressly waived certain rights not received any notice of default thereunder from Prime Landlord which remains uncured as of the date hereof, and remedies that might otherwise be available (ii) to tenants under California statutory and common law. Subtenant agrees that its rights Sublandlord’s knowledge, neither Sublandlord or Prime Landlord is in default under the Sublease Prime Lease (beyond any applicable notice and cure period), and there are expressly subject no circumstances which with the giving of notice or passage of time would give rise to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlorda default under the Prime Lease.

Prime Lease. a. This Sublease is and shall be subject and subordinate to Subtenant agrees that it will do nothing in, on or about the Prime Lease, any and all ground or underlying leases affecting Subleased Premises which would result in the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested breach by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received of its undertakings and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of obligations under the Prime Lease. Except as modified herebyexpressly set forth herein, except for any provisions the Sublease shall be subject to and on all of this Sublease which conflict with the terms and conditions as are contained in the Prime Lease (in which case and the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to Lease are hereby incorporated into this Sublease as if Sublandlord were the “Tenant” has with respect to landlord thereunder and against Subtenant the “Landlord” pursuant to the Prime Leasetenant thereunder. In furtherance thereof, for purposes of this SubleaseWhere appropriate, references to the “Premises” "Landlord" in the Prime Lease shall be construed deemed to mean the “Premises”; "Sublandlord" hereunder and references to “Landlord” "Tenant" in the Prime Lease shall be construed deemed to mean “Sublandlord”; "Subtenant" hereunder, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of Prime Landlord, and all references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”Landlord-provided services or Landlord insurance requirements, and any other references which by their nature relate to the owner or operator of the Subleased Premises, rather than to a tenant of the Subleased Premises subleasing space to a subtenant shall continue to be references to “Monthly Basic Rent” in Prime Landlord and not to Sublandlord. Without limiting the Prime Lease shall be construed foregoing, Subtenant expressly agrees that it does not have any right to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of expand the rights and remedies granted to Landlord pursuant to premises or extend the Prime Lease. Nothing in this term under either the Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between that it is not entitled to any expenditure or allowance by Sublandlord and Subtenant, the terms of the Sublease shall control or Prime Landlord with respect to improvements to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In additionSubleased Premises, the following sections and exhibits of the Prime Lease shall not apply to this Sublease except as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)expressly set forth herein. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This (a) Except as otherwise provided herein, this Sublease is and shall be subject upon the same terms and subordinate to conditions as set forth in the Prime Lease, any a copy of which is attached hereto as Exhibit C and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of incorporated herein by this paragraph shall be self-operative and shall require no further consent or agreement by Subtenantreference. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is shall observe and shall be subject perform all of the covenants and subordinate to obligations of the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If Tenant under the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Subleasethe use, as the “Landlord” has with respect to operation and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any occupancy of the rights and remedies granted to Landlord pursuant to Subleased Premises. Without limiting the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms generality of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In additionforegoing, the following sections and exhibits provisions of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”Sections 1, 2.1.3, 2.1.4, 2.1.5, 2.1.6, 2.1.7(b), Section 8 (“Brokers”)2.1.8, 2.1.10, 3, 5.1, 6.1, 9, and Exhibit “C” the indemnities in favor of Landlord set forth in Sections 10.10, 20.1 and 39.1, except to the extent any such claim, judgment, damages, penalties, fines, costs, liabilities or losses described in such sections result from the acts, omissions or negligence of Subtenant or its agents, employees, contractors or guests (“Work Letter”the "Subtenant Indemnity Obligations"). d. Subtenant also acknowledges and (b) In those instances under the Prime Lease in which the Prime Landlord thereunder has read reserved certain rights with respect to the provision of Section 11.4 Demised Premises (“Accessibility Disclosure”) of as defined in the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality), or enforceability of with respect to the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, Tenant under the Prime Lease, Sublandlord has expressly waived certain Oread shall be entitled to exercise all of such rights as against the Subleased Premises and remedies that might otherwise be available to tenants under California statutory Subtenant with the same force and common law. Subtenant agrees that its effect as if all such rights of the Prime Landlord, as landlord under the Sublease are Prime Lease, had been expressly subject set forth in this Sublease. (c) With respect to obligations to be performed by the Prime Landlord under the Prime Lease, Oread shall have no obligation with respect to the performance of such waivers obligations and that shall have no liability to Subtenant by reason of Prime Landlord's failure to perform the same; however, in the event Prime Landlord shall breach such obligations, then, upon request by Subtenant, Landlord agrees to cooperate with Tenant (at Tenant's cost and expense) to cause Prime Landlord to perform such obligations. Tenant agrees to reimburse Landlord upon demand, as additional rent, for any costs and expenses incurred by Landlord at Tenant's direction to enforce compliance with the provisions of the Prime Lease. (d) In the event of conflict between the Prime Lease and the provisions of this Sublease, the applicable provision which is hereby making each of those waivers more restrictive on Subtenant, or which imposes a greater obligation on Subtenant, shall control. (e) Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in favor of Sublandlordthe Prime Lease.

Prime Lease. a. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is and shall be subject and subordinate to the Prime Lease, any all of the terms and conditions thereof and the performance by Prime Lessor of all ground or underlying leases affecting the Building or the land underlying the Buildingof its obligations thereunder, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documentsextent approved by Sublessee, which is reasonably requested by Sublandlord or Landlord or any applicable lessorapproval will not be unreasonably withheld, mortgagee or beneficiary all amendments and supplements hereafter entered into. All terms contained in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the date that the Prime Lease Subleased Premises any act or omission which violates any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements term or condition of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, In the Premises, which would violate any event of the termstermination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, covenants, or agreements then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except specifically exempted as provided below in Paragraph 14.c belowthis Xxxxxxxxx 0, Sublandlord Xxxxxxxxx shall have assume, perform and observe all of the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, of Sublessor as the “Landlord” has with respect to and against the “Tenant” pursuant to Tenant under the Prime Lease, to the extent that such terms and Subtenant conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the same obligations right to Sublandlord take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in under the Prime Lease shall be construed and hereby are conferred upon and assigned to mean the “Premises”; references to “Landlord” in the Prime Lease Sublessee. Sublessee shall be construed subrogated to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the such rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with that the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease same shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged hereinSubleased Premises. If any provisions such action against Prime Lessor in Sublessee's name shall be barred by reason of this Sublease are held lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to be invalid take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or unenforceable in damage which Sublessor may incur or suffer by reason of any respectsuch action, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each copies of those waivers in favor all papers, and notices of Sublandlordall proceedings, shall be given to Sublessor.

Prime Lease. a. This Sublease is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5a) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information)Lease. Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, covenants and agreements of the Prime Lease, except as expressly modified by this Sublease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, covenants or agreements of the Prime Lease. Except as modified hereby, and except for any provisions the Excluded Sections (defined below) of this Sublease which conflict with the Prime Lease, (i) Subtenant covenants and agrees to perform, observe and fulfill all of Sublandlord’s obligations, duties, undertakings and covenants under the Prime Lease and (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenantii) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights of Landlord against Subtenant with respect to this Sublease, Sublease as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights of Subtenant against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, ; and references to “Annual Base Rent” and “Monthly Basic Base Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant The “Excluded Sections” are any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms provisions of the Prime Lease and the terms of that are inapplicable to or conflict with this Sublease, as between Sublandlord and Subtenantincluding, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In additionwithout limitation, the following sections and exhibits (except to the extent such sections include defined terms or other provisions required in the interpretation of the Prime Lease shall sections that are not apply to Excluded Sections): 1, 2, 3, 4, 5 (except as provided in Section 7 of this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”Xxxxxxxx), 0, 00X. (except as provided in Section 8 (“Brokers”8(b) of this Xxxxxxxx), and Exhibit “C” 00, 00, 00, 00 (“Work Letter”xxxxx than Section 14.E., as provided in Section 24 of this Sublease). d. Subtenant also acknowledges and has read the provision of , 17.A., 17.I, 20.B, 21, 22, 23 (except as provided in Section 11.4 (“Accessibility Disclosure”8(b) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises this Sublease), 24 and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises25, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant26.K, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection26.L, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This SubleaseExhibits X, together with the exhibits attached hereto X, X, X, X, X-0, X-0, H, J, K, N, O and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.P.

Prime Lease. a. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit B and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is and shall be subject and subordinate to the Prime Lease, any all of the terms and conditions thereof and the performance by Prime Lessor of all ground or underlying leases affecting the Building or the land underlying the Buildingof its obligations thereunder, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documentsextent approved by Sublessee, which is reasonably requested by Sublandlord or Landlord or any applicable lessorapproval will not be unreasonably withheld, mortgagee or beneficiary all amendments and supplements hereafter entered into. All terms contained in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the date that the Prime Lease Subleased Premises any act or omission which violates any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements term or condition of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, In the Premises, which would violate any event of the termstermination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, covenants, or agreements then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except specifically exempted as provided below in Paragraph 14.c belowthis Xxxxxxxxx 0, Sublandlord Xxxxxxxxx shall have assume, perform and observe all of the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, of Sublessor as the “Landlord” has with respect to and against the “Tenant” pursuant to Lessee under the Prime Lease, to the extent that such terms and Subtenant shall have conditions are applicable to the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as Subleased Premises, including without limitation thereto payment (or in the “Tenant” has with respect to and against case of payment in the “Landlord” pursuant to first instance by Sublessor, reimbursement of Sublessor for payment) of Sublessee's Share of all rent which becomes due under the Prime Lease. In furtherance thereofSublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for purposes Sublessor's compliance as Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 1.2, 1.5, 1.6, 1.7, 1.10, 2.2, 3, 4, 12, 15, Rider No. 1, and Rider No. 2, are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Lessor" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Lessee" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, references Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the “following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises” , to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be construed and hereby are conferred upon and assigned to mean the “Premises”; references to “Landlord” in the Prime Lease Sublessee. Sublessee shall be construed subrogated to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the such rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with that the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease same shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged hereinSubleased Premises. If any provisions such action against Prime Lessor in Sublessee's name shall be barred by reason of this Sublease are held lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to be invalid take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or unenforceable in damage which Sublessor may incur or suffer by reason of any respectsuch action, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each copies of those waivers in favor all papers, and notices of Sublandlordall proceedings, shall be given to Sublessor.

Prime Lease. a. This Sublease is A. Landlord represents and shall be subject and subordinate warrants to Tenant that (i) the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds redacted copy of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Dateattached hereto as Exhibit D is a true, this Sublease shall also terminate on the date that accurate and complete copy of the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed as redacted, (ii) to the actual knowledge of Landlord without inquiry the Prime Lease is, as of the date hereof, in full force and effect, and (redacted iii) to remove certain information). Subtenant’s rights the actual knowledge of Landlord without inquiry, Landlord has neither given nor received a notice of default pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all that remains uncured nor is Landlord aware, as of the termsdate of this Sublease, covenantsof any event which with the giving of notice or the passage of time, and agreements or both, might constitute an event of default under the Prime Lease. Subtenant . B. Landlord covenants and agrees with Tenant as follows: (i) provided Tenant shall not do or permit anything to be done in, or in connection with Subtenanttimely pay Tenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except Rent and Additional Sublease Rent as modified hereby, except for any provisions of and when due under this Sublease which conflict and perform and comply with the Prime Lease (in which case the provisions terms and obligations of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, Landlord shall pay, as the “Landlord” has with respect and when due, all Base Rent, Additional Rent, and other charges payable by Landlord to and against the “Tenant” pursuant to Prime Landlord under the Prime Lease, and Subtenant Landlord shall have not voluntarily terminate the same obligations to Sublandlord and rights against Sublandlord Prime Lease with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” Premises (other than pursuant to any termination right arising as a result of a casualty or taking or as otherwise as permitted under the Prime Lease. In furtherance thereof, for purposes ); and (ii) Landlord shall timely perform those of this Sublease, references to the “Premises” in its covenants and obligations under the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any which do not require for their performance possession of the rights Premises and remedies granted which are not otherwise to be performed hereunder by Tenant on behalf of Landlord, including, by way of example only and not in limitation hereof, maintaining in full force and effect all insurance required of Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to under the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is subject to all of the convenants, agreements, terms, provisions and shall be subject conditions contained in the Prime Lease which are hereby made a part of this Sublease with the same force and subordinate to effect as if they were fully set forth herein. Wherever the term "Tenant" appears in the Prime Lease, it shall read "Subtenant" and where ever the term "Owner" appears, it shall be deemed to include "Sublessor" unless by its terms such use would be inappropriate and Sublessor shall have all the rights and remedies of Landlord thereunder, without limiting Sublessor's rights and remedies to enforce any provision of this Sublease not contained in the Prime Lease. Subtenant agrees to observe and perform all ground or underlying leases affecting of such covenants, agreements, terms, provisions and conditions contained in this Sublease as though and as if Subtenant was the Building or tenant originally named in the land underlying Prime Lease, except that the Buildingprovisions of the Prime Lease which have been specifically addressed by this Sublease shall not, to the extent addressed, apply and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”)Subtenant shall not be obligated thereunder except as otherwise provided in this Sublease. The provisions foregoing notwithstanding, Subtenant shall pay to Sublessor as additional rent its pro rata share of this paragraph increases in Base Impositions and Base Operating Costs due to Landlord from Sublessor. The term "Base Impositions" shall be self-operative mean the Impositions levied against the property of which the demised premises are part for city and school taxes for the 1999 state, county and town year and for the 1998/1999 school year. The term "Base Operating Costs" shall require no further consent or agreement by mean the Operating Costs in effect for the calendar year ending December 31, 1999. The Subtenant's pro rata share shall equal 33.27% of the Tenant Proportionate share. Subtenant agrees, however, to execute within five shall also be allocated four (54) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraphparking spaces. Sublandlord Sublessor shall have no obligation to obtain provide any non-disturbance agreements from Landlord services or to do any mortgagees, beneficiaries act or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant thing with respect to this Sublease, as the “Landlord” has with respect to and against Sublet Premises which are the “Tenant” pursuant to obligation or responsibility of the Landlord under the Prime Lease, and Subtenant agrees to look solely to Landlord under the Prime Lease for the provision of any such service and observance and performance of any such act or thing. Upon Subtenant's written request, Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Subtenant for any such repairs, restorations, materials or services required to be furnished to the Sublet Premises by Landlord. Subtenant shall have the same right to exercise, in Sublessor's name, but at Subtenant's sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to Sublandlord make any such repairs and rights against Sublandlord with respect restorations or to this Sublease as the “Tenant” has with respect to supply any such materials and against the “Landlord” pursuant services to the Prime Lease. In furtherance thereofdemised premises, for purposes and no cessation, interruption or suspension of any service provided by Landlord shall entitle Subtenant to any diminution or abatement of fixed or additional rent or other compensation under this Sublease, references nor shall this Sublease be affected by reason of any such failure, cessation, interruption or suspension. Notwithstanding anything contained herein the Sublease shall not be deemed to the “Premises” in grant Subtenant any rights under the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law which Sublessor does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, have under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each any act of those waivers in favor of Sublandlord.Sublessor or any

Prime Lease. a. This Sublease is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Leaseconveys, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereoftakes, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any no greater rights hereunder than the those accorded to or taken by Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between tenant under the terms of the Prime Lease and during the terms of this SubleaseTerm. Except as otherwise expressly provided herein, or except as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are may be inapplicable or inconsistent with the terms other provisions hereof, all of the Prime Lease terms and their respective counterpart provisions in the Prime Lease are incorporated herein by reference as if set forth herein in full and shall be excluded applicable to such extent. In addition, this Sublease with the following sections same force and exhibits of effect as if Sublandlord were the landlord under the Prime Lease shall not apply and Subtenant were the tenant thereunder. Except as otherwise expressly provided herein, Subtenant covenants with Sublandlord to this Sublease as between Sublandlord fully and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with faithfully perform all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premisesSublandlord's obligations, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time covenants and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, conditions under the Prime LeaseLease to be paid, performed and observed with respect to the Subleased Premises from and after the Sublease Term Commencement Date, and Sublandlord has expressly waived certain rights covenants with Subtenant to use reasonable best efforts to cause Prime Landlord to fully and remedies that might otherwise be available to tenants under California statutory faithfully perform all of Prime Landlord's obligations, covenants and common law. Subtenant agrees that its rights conditions under the Prime Lease to be paid, performed and observed with respect to the Subleased Premises from and after the Sublease Term Commencement Date. Sublandlord agrees to promptly provide Subtenant with a copy of any default notice received by Sublandlord from Prime Landlord. If the Prime Lease gives Sublandlord any right to terminate the Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Subleased Premises or the building or project of which the Subleased Premises are expressly subject to a part, the exercise of such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlordright by Sublandlord shall not constitute a default or breach hereunder.

Prime Lease. a. (a) This Sublease is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and . Sublessor represents to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date Sublessee that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received is in full force and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject effect and subordinate at all times that, to the Prime Lease and to all best of its knowledge, no default exists on the terms, covenants, and agreements part of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant party to the Prime Lease. In furtherance thereofSublessor shall pay to Overlandlord all rent due under the Prime Lease. Sublessee acknowledges that an expurgated copy of the Prime Lease is attached as Exhibit D. (b) The terms, conditions and respective obligations of Sublessor and Sublessee to each other under this Sublease shall be the terms and conditions of the Prime Lease, except for (1) those provisions of the Prime Lease which may be inconsistent with this Sublease, in which case the terms and conditions of this Sublease shall control, and (2) those provisions of the Prime Lease which are excluded from the expurgated version provided to Sublessee. Therefore, for purposes the purpose of this Sublease, references to the “Premises” whenever in the Prime Lease the word Lessor is used, it shall be construed deemed to mean the “Premises”; references to “Landlord” Sublessor, and whenever in the Prime Lease the word Lessee is used it shall be construed deemed to mean “Sublandlord”; references to “Tenant” in Sublessee. Notwithstanding the foregoing, all rights of Overlandlord under the Prime Lease shall be construed with regard to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant access to the Prime Lease. Nothing in Premises or notice or consent with respect thereof shall remain valid under this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime LeaseSublease. c. In the event of a conflict between the terms of the Prime Lease (c) Sublessee shall defend, indemnify and the terms of this Subleasehold harmless Sublessor, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease Overlandlord and their respective counterpart provisions corporate affiliates, officers, directors, shareholders, agents, representatives, contractors and employees from and against all claims of any kind whatsoever arising out of or in the Prime Lease shall be excluded connection with Sublessee's failure to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state lawor perform Sublessee's assumed obligations pursuant to subsection 7(b). Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises8. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5a) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges SpectraSite covenants that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements shall not commit any act which would result in a default or nonconformance of the Prime Lease. Subtenant The SLA shall not do or permit anything be subject to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements continued existence and enforceability of the Prime Lease. Except as modified hereby, except for provided, however, any provisions termination or expiration of this Sublease which conflict with the Prime Lease (in which case occurs as a result of any default or non-conformance by SpectraSite under the provisions terms of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, without the prior written consent of Tritel, shall be construed as an event of default under the terms of the applicable SLA. SpectraSite shall not elect not to renew any Prime Lease and Subtenant shall have the same obligations failure to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the renew any Prime Lease shall be construed as an event of default under the terms of the applicable SLA unless SpectraSite either: (1) provides to mean the “Premises”; references Tritel an attornment and non-disturbance agreement in a form reasonably acceptable to “Landlord” in Tritel and SpectraSite, and provides to Tritel written notice of its decision not to renew the Prime Lease shall be construed at lease sixty (60) days prior to mean “Sublandlord”; references to “Tenant” in the date that SpectraSite must provide the Prime Lease shall be construed Lessor notice of its intent not to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to renew the Prime Lease. Nothing ; or (2) provides Tritel with the option, which may be exercised in this Sublease shall be construed or interpreted Tritel's sole discretion to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms receive an assignment of the Prime Lease and further provided that SpectraSite provides sufficient evidence to Tritel that the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms assignment of the Prime Lease to Tritel is permitted; provided, however, that in the event that Tritel elects not to receive such an assignment pursuant to Section 3.7(a)(2) because there is a material defect in such Site which Tritel believes in its reasonable opinion would impose a liability on Tritel other than those obligations for payment of rent, insurance and their respective counterpart provisions taxes imposed by the Prime Lease and such liability would, in the reasonable opinion of Tritel exceed the amount of Twenty Thousand and No/100 Dollars ($20,000.00), then SpectraSite's failure to renew the Prime Lease shall be excluded to such extentconstitute a default under the applicable SLA. In addition, the following sections and exhibits either event any such non-renewal of the Prime Lease shall not apply constitute an Event of Default under the term of the Applicable SLA, provided however, that Tritel's election not to this Sublease as between Sublandlord receive an assignment of the Prime Lease shall not waive any default created by SpectraSite's failure to renew the Prime Lease. (b) In the event that the Prime Lease requires the Prime Lessor to consent to the making of the applicable SLA, it shall be a condition precedent to the effectiveness of the SLA that SpectraSite obtains such consent. The form and Subtenant: Section 2.2 content of such consent shall be subject to Tritel's approval, not to be unreasonably withheld, delayed or conditioned. (“Option c) In the event that SpectraSite loses its possessory right to Extend”)a Site because of a termination or expiration of a Prime Lease, Section 8 SpectraSite hereby grants to Tritel the option to purchase the Tower Facilities on the applicable Site (“Brokers”)and any accessories, accessions, attachments, fixtures or other equipment in connection therewith, etc., including without limitation storage buildings and Exhibit “C” fences) for the fair market value of the Tower Facilities (“Work Letter”and such accessories, accessions, attachments, fixtures, equipment, etc.). d. Subtenant also acknowledges (d) SpectraSite agrees to exercise its best efforts to deliver a non-disturbance and has read attornment agreement with the provision landlord under the Prime Lease for Tritel's continued possession of Section 11.4 (“Accessibility Disclosure”) the Premises under the applicable SLA and/or the assumption of the Prime Lease by Tritel and/or assignment of the Prime Lease to Tritel in the event that SpectraSite elects to terminate the Prime Lease. A Certified Access Specialist (CASp) can inspect Tritel acknowledges and agrees that the subject premises and determine whether language provided in paragraph 5 of the subject premises Estoppel Certificate attached hereto as Attachment "III" will be sufficient to comply with all the requirements of this provision. This provision shall not imply that Tritel consents to the expiration or termination of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested Prime Lease by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premisesSpectraSite. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is (a) Landlord represents and shall be subject and subordinate to warrants that the Prime Lease, any a true and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds complete copy of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested attached hereto as Exhibit E, is in full force and effect and that no default, breach, event of default or other non-performance by Sublandlord or either Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Prime Landlord or any mortgagees, beneficiaries or lessors. If the under such Prime Lease or any ground lease terminates prior to exists as of the Expiration Effective Date. Furthermore, this Sublease shall also terminate on the date Landlord represents that the Prime Lease as described above is the complete and total Prime Lease and that no other modifications, amendments or significant documents related thereto exist in any such ground lease terminates. b. Subtenant acknowledges event. Landlord covenants that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate will at all times to in the future refrain from any act which may cause a breach, default or an event of default under the terms of the Prime Lease Lease. Landlord agrees to immediately forward to Tenant, upon receipt thereof by Landlord, a copy of each notice of default received by Landlord in its capacity as tenant under the Prime Lease. (b) Notwithstanding the terms and to conditions of the Prime Lease, Landlord and Tenant acknowledge and agree that all of the terms, covenants, conditions, provisions, rights and agreements obligations in this Sublease are the complete terms and conditions between Landlord and Tenant. The terms and conditions of the Prime Lease. Subtenant shall Lease are specifically not do or permit anything to be done incorporated in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes nor made a part of this Sublease, references to the “Premises” in . If the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant terminated for any reason other than expiration of the rights and remedies granted to Landlord pursuant to term of the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms term of the Prime Lease and during the terms Term of this Sublease, as between Sublandlord then and Subtenant, the terms in that event this Sublease shall thereupon automatically terminate and Landlord shall have no liability to Tenant by reason thereof. If such termination shall have been effected because of the breach or default by Landlord under the Prime Lease not occasioned by default by Tenant, Tenant shall be entitled to pursue whatever rights and remedies against Landlord and/or Prime Landlord under the Prime Lease and/or this Sublease shall control that may be available to Landlord in connection with such termination. Prior to the extent they are inconsistent with the terms end of the Prime Lease and their respective counterpart provisions in term, Landlord shall, at its option, either extend the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits term of the Prime Lease shall not apply to or convert this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read a direct lease with the provision of Section 11.4 (“Accessibility Disclosure”) Prime Landlord for the remainder of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions Term of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be chargedSublease. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. (a) This Sublease is and shall be expressly subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, terms and agreements conditions of the Prime Lease. Subtenant shall not do or permit anything agrees to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any observe and perform all of the terms, covenants, or agreements of the Prime Lease. Except terms and conditions imposed upon Sublandlord as modified hereby, except for any provisions of this Sublease which conflict with “Tenant” under the Prime Lease (in with respect to the Subleased Premises, except with regard to the payment of Rent which case the provisions of shall be governed solely by this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublease. Sublandlord shall have the same obligations to Subtenant all rights, privileges, options, reservations and rights against Subtenant remedies with respect to this Sublease, as the “Landlord” has Subleased Premises, and Subtenant, to the same extent granted or allowed to or held by Prime Landlord under the Prime Lease with respect to and against the “Tenant” pursuant to the Prime Lease, the Premises and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to Subleased Premises. If any provision of this Sublease as conflicts with the “Tenant” has with respect to and against the “Landlord” pursuant to provisions of the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the govern as between Sublandlord has received as Tenant from Landlord pursuant to and Subtenant. Subtenant acknowledges receipt of a copy of the Prime Lease. c. In (b) Sublandlord shall not be liable to Subtenant for any default by Prime Landlord under the event of a conflict between Prime Lease; provided, however, that Sublandlord shall take all commercially reasonable actions against Prime Landlord to enforce the terms provisions of the Prime Lease with respect to the Subleased Premises. If for any reason the Prime Lease is terminated by Prime Landlord prior to the expiration of the term of this Sublease, this Sublease shall likewise terminate simultaneously and Subtenant shall have no right or cause of action against Prime Landlord or, unless such termination results from a breach by Sublandlord of its obligations under this Sublease, against Sublandlord by reason of such termination. (c) Subtenant agrees not to do or commit any act which would constitute an “Event of Default” as defined in the Prime Lease and agrees to indemnify, defend and save Sublandlord harmless from and against any and all liability, loss, cost, damage or expense, including reasonable attorneys’ fees, arising out of or in connection with any act or failure to act by Subtenant which constitutes an Event of Default beyond applicable cure and notice periods under the Prime Lease. (d) Sublandlord hereby represents and warrants to Subtenant that the Prime Lease is in full force and effect, and that to Sublandlord’s knowledge neither Prime Landlord nor Sublandlord is in default thereunder as of the date hereof, and that to Sublandlord’s knowledge no event has occurred which, with notice, the passage of time or both, would constitute a default by Sublandlord or Prime Landlord thereunder. (e) Subtenant acknowledges that this Sublease and the respective rights and obligations of the parties hereto is subject to and conditioned upon the written approval hereof by the Prime Landlord. (f) Subject to and conditioned upon Subtenant remaining in compliance with the terms of this Sublease, as between Sublandlord shall timely pay and Subtenant, the terms perform all obligations of the Sublease shall control “Tenant” under the Prime Lease to the extent they the same are inconsistent with not being paid or performed directly by Subtenant. Sublandlord acknowledges that notwithstanding the terms sublease of the Prime Lease Subleased Premises, Sublandlord shall remain liable for all terms, conditions and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits obligations of the Tenant under said Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)Lease. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”g) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential For minor items relating to Subtenant’s occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time Subleased Premises and manner beneficial use of the CASp inspectioncommon areas and building facilities, Subtenant shall have the payment of right to contact the fee for Property Manager directly as if Subtenant was the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, Tenant under the Prime Lease, but at no point shall any requests be made without the prior approval of Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights if such requests would materially change the terms of this Sublease or any items affecting Sublandlord under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of SublandlordPrime Lease.

Prime Lease. a. This Sublease Tenant recognizes and acknowledges the existence of the Prime Lease and that this Lease is and shall be subject and subordinate to a sublease of a portion of Landlord’s leasehold estate created by the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions termination of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease for any reason whatsoever shall never constitute a default by Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the payment of any ground lease terminates prior rent or other sums due by Tenant hereunder. Tenant further agrees that thxx Xxxse is subject to all of the Expiration Date, this Sublease shall also terminate on the date that terms and provisions of the Prime Lease or any such ground lease terminates. b. Subtenant and hereby agrees to be bound by provisions thereof, including but not limited to the provisions relating to employment and non-discrimination. By execution hereof, Tenant hereby acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at a copy of all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease relating to employment and non-discrimination all as set forth on Exhibit D attached hereto provided, however, that the terms execution of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease Lease by Landlord shall control never be construed to the extent they are inconsistent with the terms of be an approval hereof by the Prime Lease and their respective counterpart provisions in Lessor, it being understood that the Prime Lessor cannot be bound by any act or omission of Landlord. If Prime Lessor shall request a modification of this Lease, Tenant shall not unreasonably withhold or delay its consent to a modification which does not adversely affect Tenant’s rights and privileges hereunder or impose material burdens on Tenant. Tenant hereby acknowledges and agrees that all communications with Prime Lessor relating to this Lease shall be excluded to such extent. In addition, the following sections directed through Landlord and exhibits of the Prime Lease that Tenant shall not apply to seek any approvals or otherwise communicate with Prime Lessor regarding this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)Lease without the approval of Landlord. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. 1.01 This Sublease is and shall be subject and subordinate to that certain Lease (hereinafter called the "Prime Lease") dated September 1, 1991 and executed by and between 5599 SAN FELIPE, LTD. (hereinafter called the "Prime Lessor"), as lessox xxx AMERITRUST TEXAS NATIONAL ASSOCIATION (predecessor-in-interest to Landlord), as lessee, a copy of which Prime Lease is attached hereto as Exhibit A and made a part hereof. Except to the extent that the terms, conditions and provisions of this Sublease are different from the terms and provisions of the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, conditions and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” contained in the Prime Lease shall be construed applicable to mean this Sublease with the “Premises”; references to “Landlord” in same force and effect as if Landlord were the lessor under the Prime Lease and Tenant were the lessee thereunder. Accordingly, except as set forth in Section 1.03 below, Tenant shall be construed to mean “Sublandlord”; references to “Tenant” in comply with all obligations of Landlord under the Prime Lease shall be construed including, without limitation, all repair obligations, all insurance obligations, all obligations to mean “Subtenant”pay utility charges and taxes, and references to “Monthly Basic Rent” in all indemnification obligations of Landlord thereunder. Additionally, Tenant agrees that whenever the consent of Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between Lessor is required under the terms of the Prime Lease with respect to any actions to be taken thereunder, Tenant shall obtain the consent (a) of Landlord and (b) of Prime Lessor as required under the terms Prime Lease. 1.02 Notwithstanding any provision of this Sublease, as between Sublandlord and SubtenantSublease to the contrary, the terms only services and rights to which Tenant is entitled hereunder are those to which Landlord is entitled under the Prime Lease, and Tenant shall look solely to Prime Lessor under the Prime Lease for all such services and rights; provided, however, this provision shall not cause Tenant's benefits or remedies to be less than the benefits or remedies to which Landlord is entitled under the Prime Lease. 1.03 With the exception of the Sublease shall control obligation to the extent they are inconsistent with the terms pay Base Rental pursuant to Section 5 of the Prime Lease and their respective counterpart provisions to pay Lessee's Share of Forecast Actual Operating Expenses and any Operating Expense Adjustment pursuant to Section 7 thereof, and any liability accruing from Landlord's failure to pay same when due thereunder, Tenant hereby covenants and agrees to indemnify and hold Landlord harmless from and against all claims, losses, damages, duties, obligations and liabilities arising under the Prime Lease (unless such claims, losses, damages, duties, obligations and liabilities arise due to Landlord's gross negligence or willful misconduct), and all reasonable expenses incurred by Landlord in defending same, including court costs and reasonable attorneys' fees. 1.04 Landlord expressly covenants that, without the prior written consent of Tenant, it shall not amend or alter the Prime Lease or take any other action which would adversely affect the use by Tenant of the Leased Premises (hereinafter defined) or increase the obligations of Tenant or decrease the rights of Tenant hereunder or thereunder. Landlord and Tenant each covenant and agree to promptly deliver to the other party copies of any and all notices or other correspondence from the Prime Lessor that might affect said other party in any manner and further agree, notwithstanding Section 10.05 to the contrary, to so deliver same in the manner most appropriate to insure that said other party will be able to respond to any of such notices or other correspondence from the Prime Lessor within any time periods set forth in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease Lease. 1.05 Tenant shall not apply have the right to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision exercise any of Section 11.4 (“Accessibility Disclosure”) of Landlord's options or elections permitted or authorized under the Prime Lease. A Certified Access Specialist (CASp) can inspect In the subject premises and determine whether event that Prime Lessor shall default in the subject premises comply with all performance of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection any of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, its obligations under the Prime Lease, Sublandlord has expressly waived certain Tenant shall have the right, in the name of Landlord, to make demand or institute any appropriate action or proceeding against Prime Lessor for the enforcement of the obligations of Prime Lessor, and Landlord shall cooperate with Tenant with respect thereto. 1.06 In case of any breach hereof by Tenant, Landlord, in addition to all other rights and remedies that might otherwise of Landlord hereunder or available to Landlord at law or equity shall have all the rights against Tenant as would be available to tenants under California statutory and common law. Subtenant agrees that its rights the Prime Lessor against the lessee under the Prime Lease if such breach were by the lessee thereunder. In the event either party defaults in the performance of any of the terms and provisions hereof and the non-defaulting party places the enforcement of this Sublease are expressly subject in the hands of an attorney, the defaulting party agrees to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlordreimburse the non-defaulting party for all reasonable expenses incurred by the non-defaulting party as a result thereof including, but not limited to, reasonable attorneys' fees.

Prime Lease. a. This (a) A true copy of the Prime Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit B. Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease is and shall be subject and subordinate to all of the Prime Lease, any terms and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary conditions contained in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to as said terms and conditions affect the Expiration DateSubleased Premises, this Sublease shall also terminate on and all of the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received terms and reviewed conditions of the Prime Lease (redacted except to remove certain information). Subtenant’s rights pursuant the extent that they are inapplicable to, or modified by the provisions of, this Sublease, or inapplicable to the Subleased Premises) are hereby incorporated into this Sublease are subject and subordinate at all times shall be binding upon Subtenant with respect to the Prime Lease Subleased Premises to the same extent as if Subtenant were named as tenant and to all of the terms, covenants, and agreements of Sublandlord as landlord under the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate If any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the express provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided conflict with any of the provisions of the Prime Lease incorporated by reference, such conflict shall be resolved in Paragraph 14.c below, Sublandlord shall have every instance in favor of the same obligations to Subtenant and rights against Subtenant with respect to express provisions of this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for For purposes of this Sublease, references in the Prime Lease to the “Premisesterm” shall mean the Term of this Sublease and references to the “premises” in the Prime Lease shall be construed to mean the “Subleased Premises”; references . References to “Landlord” the Building shall mean Building 3 only. Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease shall Lease, it will be construed to mean “Sublandlord”; references to “Tenant” adjusted by substituting the number of square feet of the Subleased Premises for the number of square feet of the Premises leased in the Prime Lease shall be construed Lease. The Sublandlord represents and warrants to mean “Subtenant”Subtenant that, as of the date of execution of the Sublease, to the best of Sublandlord’s knowledge, there are no Defaults on the behalf of Prime Landlord or Sublandlord and references Sublandlord is not aware of any facts or circumstances which could result or lead to “Monthly Basic Rent” in the Default of the Prime Lease by Prime Landlord or Sublandlord. (b) Each party agrees that it shall not do or omit to do anything which would result in a Default under the Prime Lease, and each party agrees to indemnify and hold the other harmless from and against all claims, demands or liabilities resulting from such party’s breach, violation or nonperformance of any of its obligations under the Prime Lease, as incorporated herein. With the exceptions set forth herein, Subtenant shall be construed entitled to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any all of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than privileges of the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between tenant under the terms of the Prime Lease and with respect to the terms Subleased Premises. (c) In order to facilitate the coordination of the provisions of this Sublease, as between Sublandlord and SubtenantSublease with those of the Prime Lease, the terms of the Sublease shall control to the extent they are inconsistent with the terms time periods contained in provisions of the Prime Lease that are incorporated by reference into this Sublease and their respective counterpart provisions in for which the same action must be taken under the Prime Lease and this Sublease (such as, for example and without limitation, the time period for the curing of a Default under this Sublease that is also a Default under the Prime Lease or for the response to a request by Subtenant for consent to an action for which consent of the Prime Landlord is also required), are changed for the purpose of incorporation by reference by shortening or lengthening that period in each instance by five (5) days so that in each instance Subtenant shall be excluded have much less time to such extentobserve or perform hereunder than Sublandlord has as tenant under the Prime Lease and Sublandlord shall have that much more time to observe, perform, consent, approve or otherwise act hereunder than the Prime Landlord has under the Prime Lease. In additioninstances in which the same action is not required under both the Prime Lease and this Sublease, the time periods contained in provisions of the Prime Lease that are incorporated by reference are not changed. Only those provisions of the Prime Lease applicable to Building 3 shall apply to this Sublease. The following sections and exhibits provisions of the Prime Lease shall not apply to be incorporated into this Sublease as between Sublandlord Sublease: 1 (all Basic Lease Provisions except 1.4 and Subtenant: Section 1.7), 2.1(a), 2.1(c)-(h), 2.2 (“Option to Extend”except definition of Common Areas), Section 8 (“Brokers”3, 4.1, 5, 7.3(a), and 7.3(b), 7.3(j), 7.3(m), 8.2, 12, 13.1, 13.3, 13.5, 16, 17, 26.1, 27, 64, 66, Exhibit “A, Exhibit A-2, Exhibit C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenantExhibit D, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspectionExhibit E, the payment of the fee for the CASp inspectionExhibit F, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.Exhibit G.

Prime Lease. a. This Sublease Tenant acknowledges that this Lease is and shall be subject and subordinate to the Prime Lease; provided, however, that Landlord shall deliver to Tenant a Consent, Estoppel and Non-Disturbance Agreement in a form reasonably acceptable to Tenant (the “Prime Landlord Non-Disturbance Agreement”) executed by Landlord and the Prime Landlord on or before the Delivery Date. If Landlord shall not have obtained the Prime Landlord Non-Disturbance Agreement on or before the Delivery Date, then at any time thereafter, but prior to Landlord having obtained the Prime Landlord Non-Disturbance Agreement, Tenant shall have the right to terminate this Lease by giving Landlord written notice thereof. Landlord represents and warrants to Tenant that: (a) The Prime Lease is in full force and effect, and that no default exists (nor is there any fact or condition which with notice or lapse of time may become a default) thereunder, and that all Rent payments under the Prime Lease are current; (b) Landlord shall not amend, modify or terminate the Prime Lease, or fail to exercise any option or right thereunder, or grant its consent where required thereunder, to the extent that same would adversely affect Tenant’s rights and entitlements under this Lease or its use or enjoyment of the Premises, without Tenant’s prior written consent; (c) Landlord shall not violate or breach any of the material terms, covenants or agreements on its part to be performed under the Prime Lease that would adversely affect Tenant’s rights under this Lease or Tenant’s business or operations on the Premises; (d) Landlord shall promptly, upon written request of Tenant, use its reasonable efforts to enforce the full compliance by the Prime Landlord of its obligations under the Prime Lease to the extent that same affects Tenant’s use and enjoyment of the Premises; (e) Should Landlord purchase the Premises, then this Lease shall continue as a direct lease between Landlord and Tenant on the terms and conditions contained in this Lease; and (f) Landlord shall indemnify, protect, defend and hold Tenant and its agents, employees and directors harmless from and against any and all ground damages, suits, loss, costs, expenses, claims, causes of action, liabilities, including, without limitation, reasonable attorneys’ fees actually incurred and costs and litigation expenses relating or underlying leases affecting resulting from (i) termination of the Building or the land underlying the Building, and Prime Lease for any reason other than Tenant’s default thereunder (and all mortgages damages, suits, loss, costs, expenses, claims, causes of action, liabilities and attorneys’ fees actually incurred by Tenant in connection with any such termination), or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions (ii) breach by Landlord of any of its obligations under the Prime Lease. Landlord shall, at its own expense, defend all actions brought against Tenant, its agents or employees, for which Landlord is responsible for indemnification hereunder, with legal counsel reasonably acceptable to Tenant and, if Landlord fails to do so, Tenant (at its option, but without being obligated to do so) may, at the expense of Landlord and upon notice to Landlord, defend such leases, mortgages actions and deeds of trust (collectively, the “Documents”)Landlord shall reimburse Tenant for all such costs and expenses. The provisions of this paragraph subparagraph shall be self-operative and shall require no further consent survive the expiration or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that early termination of this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and shall continue to all remain an obligation of Landlord for the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions term of this Sublease which conflict with Lease and all renewals and extensions thereof, even if this Lease or the Prime Lease (in which case is assigned, sublet, or the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed Premises is purchased or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be chargedway transferred. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. (a) Sublessor represents to Sublessee that attached hereto as Exhibit B is a true and complete copy of the Prime Lease. Sublessee represents to Sublessor that it has read the Prime Lease and understands and accepts the terms and conditions thereof and Sublessee covenants that it will not do any act or thing which will be, result in or constitute a violation or breach of or a default under the Prime Lease; and any such violation, breach or default shall constitute a violation and the breach by Sublessee of a substantial obligation under this Sublease. Sublessor represents to Sublessee that it shall make its best efforts not to intentionally do any act or thing which will result in or constitute a violation or breach of or a default under the Prime Lease; and if any such violation, breach or default shall occur and results in termination of the Prime Lease, then Sublessor shall be liable to Sublessee for reasonable damages actually incurred by Sublessee as a direct result thereof, provided, however, that Sublessor shall not be liable for any consequential damages. Sublessee shall make its best efforts to mitigate its damages in the event of termination of the Prime Lease. (b) Except as may be inconsistent with the terms hereof, all of the terms, provisions, covenants and conditions contained in the Prime Lease are incorporated herein by reference and are hereby made a part of this Sublease with the same force and effect as if Sublessor were the Landlord under the Prime Lease and Sublessee were the Tenant thereunder from and after the Commencement Date. In the event of any breach or violation by Sublessee of any of the terms, provisions, covenants or conditions of the Prime Lease or of any rules or regulations promulgated and enforced by the Landlord, or of this Sublease, including, without limitation, any default in the payment of Sublease Base Rent or Sublease Additional Rent, or any other violation of this Sublease by Sublessee, Sublessor shall have and may exercise against Sublessee all of the rights and remedies available to the Landlord under the Prime Lease in the event of a default by Sublessor as Tenant thereunder, with the same force and effect as if each of the terms, provisions, covenants and conditions of the Prime Lease, except as herein specified to the contrary, were expressly set forth herein. No waiver of any such violation by either Sublessor or the Landlord shall be deemed a waiver of the right to thereafter enforce the term, provision, covenant, condition, rule or regulation in question or a waiver of any subsequent violation thereof. (c) Sublessee shall promptly give Sublessor written notice (and a copy) of any notices served by the Landlord upon Sublessee pursuant to the terms, provisions and conditions of the Prime Lease. Sublessor shall promptly deliver to Sublessee written notice and a copy of any notice of default, bill, xxmmunication or any other type of notice served by the Landlord upon Sublessor pursuant to the terms, provisions and conditions of the Prime Lease, not later than one business day after Sublessor's receipt of such notice, bill xx communication from the Landlord. Wherever the Prime Lease requires Sublessor, as tenant thereunder, to take any action or to cure any default (other than a default in the payment of fixed rent or additional rent) applicable to the Subleased Premises, then if the need for such action, or if such default is caused by Sublessee or its agents, employees or invitees, then within a period of time therein stated, Sublessee shall complete such action or cure such default not later than 72 hours prior to the expiration of such period and shall immediately furnish notice of compliance to Sublessor. (d) Sublessee shall have no rights under this Sublease or the Prime Lease to exercise any of the following provisions of the Prime Lease without the prior written consent of the Sublessor which may be granted or withheld for any reason: (i) SECTIONS 2.1, 2.2, 2.3 AND 2.4 - TERM (ii) ARTICLE V - OPTION TO RENEW OR EXTEND (iii) SECTION 9.1 - TENANT ALTERATIONS (iv) ARTICLE XI - TENANT SPECIAL ELEVATOR (v) SECTION 22.2 - COVENANTS OF LANDLORD (vi) ARTICLE XXIII AND SECTION 1.4 - PARKING (vii) SECTIONS 24.3 AND 24.6 - GENERAL PROVISIONS (viii) ARTICLE XXVIII - EXPANSION OF SPACE (ix) EXHIBIT B (e) Sublessee shall not do anything which would cause a default under the Prime Lease or that would cause the Prime Lease to be terminated or forfeited, and Sublessee shall indemnify and hold Sublessor harmless from and against any and all claims, liabilities, losses, damage, demands, expenses (including without limitation reasonable attorneys' fees), actions and causes of action of any kind whatsoever resulting from Sublessee's (i) failure to observe the terms and conditions of the Prime Lease or this Sublease and/or (ii) causing the Prime Lease to be terminated or forfeited. (f) Sublessor shall not be liable for any damage to persons or property sustained by Sublessee and others by reason of Sublessee's use and occupancy of the Subleased Premises or by reason of any act, accident or occurrence in the Subleased Premises, unless such act, accident or occurrence was the result of the negligence or misconduct of Sublessor, its agents or employees. Sublessee agrees to indemnify and to hold Sublessor harmless from and against any and all claims arising by reason of the use and occupancy of the Subleased Premises by Sublessee or Sublessee's agents, employees or invitees. (g) This Sublease is and shall be subject separate from and subordinate to the Prime Lease, and Sublessor shall not be liable for any act or failure to act caused by the default of the Landlord under the Prime Lease. (h) Notwithstanding anything herein contained, the only services or rights to which Sublessee is entitled hereunder are those to which Sublessor is entitled under the Prime Lease and for all ground or underlying leases affecting such services and rights Sublessee shall look to the Building or Landlord under the land underlying the BuildingPrime Lease, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord Sublessor shall have no obligation to obtain supply any non-disturbance agreements from such services or perform any other obligation of Landlord. Sublessor agrees that in the event the Landlord fails to perform an obligation or any mortgagees, beneficiaries or lessors. If provide a service required of Landlord under the Prime Lease or any ground lease terminates prior which directly affects the Subleased Premises, then after written notice from Sublessee to Sublessor specifying the nature and duration of such failure, Sublessor shall send written notice to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease Landlord requesting such service or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to obligation be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Subleaseprovided, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord case may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged hereinbe. If after receipt of such notice the Landlord still fails to perform such obligation or provide such service, then Sublessor shall cooperate with any provisions of this Sublease are held reasonable action proposed or undertaken by Sublessee to be invalid obtain such service or unenforceable in any respectobligation from the Landlord, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be chargedat Sublessee's sole cost and expense. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is and shall be made specifically subject and subordinate to the Prime Lease, any terms and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Nothing herein contained is intended or shall be construed to grant Subtenant any rights with respect to the leased premises in excess of Sublessor's rights as lessee under the Prime Lease. During the term hereof, Subtenant shall not do or permit anything observe and perform all terms, covenants and conditions of the Prime Lease which are to be done in, observed or in connection with Subtenant’s use or occupancy of, performed on the Premises, which would violate any part of the termslessee thereunder, covenantsunless specifically stated otherwise under this Sublease. Subtenant shall indemnify and hold Sublessor harmless from and against all claims, damages, costs and expenses (including reasonable attorneys' fees) in respect to the non-observance or agreements non-performance by Subtenant of any such terms or conditions of the Prime Lease. Except as modified herebyFurther, Subtenant shall neither do nor permit anything to the done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Landlord, except for the termination of the Prime Lease by Prime Landlord not caused by the default of Subtenant, and Subtenant shall indemnify and hold Sublessor harmless from and against all claims, damages, costs and expenses (including reasonable attorneys' fees) of any provisions kind whatsoever, by reason of any breach or default on the part of Subtenant by reason of which the Prime Lease may be terminated or forfeited. Sublessor covenants that Subtenant shall peacefully hold and enjoy the leased premises during the term of this Sublease which conflict with for so long as the Subtenant perrorms its agreements hereunder and so long as the Prime Lease (in which case is not terminated by reason of matters or events outside of Sublessor' 5 control. Sublessor shall hold harmless and indemnify Subtenant from and against any and all claims, damages or loss, including reasonable attorneys' fees, arising from Sublessor's failure to observe any terms or perform any of its obligations under the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except Prime Lease, other than those obligations under the Prime Lease that are to be performed by Subtenant as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to under this Sublease. Sublessor shall give to Subtenant, as the “Landlord” has with respect and Subtenant shall give to and against the “Tenant” pursuant Sublessor, a copy of any notice received from Prime Landlord relating to the Prime Lease, and Subtenant in the event the party who has the responsibility under this Sublease to cure such default under the Prime Lease fails to do so, the other party shall have the same obligations right, but not the obligation, to Sublandlord cure such default and rights against Sublandlord to seek reimbursement from the defaulting party for any and all costs and expenses, including reasonable attorneys' fees, incurred in curing such default. Sublessor agrees to cooperate and respond reasonably as to any request from Subtenant for assistance in dealing with respect Prime Landlord to this Sublease as secure for Subtenant the “Tenant” has with respect to enjoyment and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes realization of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, any and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any all of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event privileges of a conflict between the terms of Sublessor under the Prime Lease and the terms of to which Subtenant may be entitled under this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is Except as may be inconsistent with the terms hereof, all the terms, covenants and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary conditions contained in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted other than any options or rights of first refusal granted to remove certain information). Subtenant’s rights pursuant Sublessor or obligations of Sublessor to offer to purchase the Sublet Premises) shall be applicable to this Sublease are subject with the same force and subordinate at all times to effect as if Sublessor were the lessor under the Prime Lease and Sublessee were the lessee thereunder; and in case of any breach hereof by Sublessee, Sublessor and Sublessee shall have all the rights against each other as would be available to all of the terms, covenants, and agreements of the Prime LeaseLandlord and the lessee under the Prime Lease if such breach were by a party thereto. Subtenant Neither Sublessor nor Sublessee shall not either do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Prime Landlord. Sublessee shall indemnify and hold Sublessor harmless from and against all claims of any kind whatsoever by reason of any breach or default on the part of Sublessee by reason of which the Prime Lease may be terminated or forfeited, except by reason of any breach or default on the part of Sublessor that could cause the Prime Lease to be terminated. Sublessor agrees that, provided that Sublessee is not in default under the Sublease, Sublessor shall not (i) voluntarily surrender the Sublet Premises prior to the expiration or termination of the term of the Sublease, except in instances in which case the provisions Prime Lease terminates early due to casualty damage, taking of this Sublease shall control the Premises by eminent domain or otherwise through no fault of Sublessor, or (ii) breach its obligations under the Prime Lease so as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have to give the same obligations Prime Landlord the right to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to terminate the Prime Lease, and Subtenant shall have the same obligations Sublessor agrees to Sublandlord indemnify and rights against Sublandlord with respect hold Sublessee harmless from losses or damages arising from Sublessor's failure to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent comply with the terms of foregoing. Sublessor shall retain the Prime Lease and their respective counterpart provisions right to exercise the cancellation option set forth in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) 66 of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties but agrees that it shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together exercise such right only with the exhibits attached hereto and prior written consent of Sublessee. In the Prime Leaseevent that the cancellation option is so exercised, contains Sublessee agrees to pay the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions associated termination fee of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged$132,182.86. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is and shall be subject and subordinate to (a) Subtenant acknowledges that the Subleased Premises are a portion of the premises leased under the Prime Lease, any that Subtenant has received a copy of the Prime Lease and all ground or underlying leases affecting has read and is familiar with the Building or the land underlying the Building, terms thereof and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenantscovenants and conditions contained in the Prime Lease and to the matters to which the Prime Lease is or shall be subordinate, as though fully and agreements expressly set forth herein. Notwithstanding anything to the contrary contained in this Sublease, the terms and conditions of the Prime Lease shall not be incorporated into this Sublease. To the extent that any provision of this Sublease may conflict with or be inconsistent with any provision of the Prime Lease, the provisions of this Sublease shall govern. (b) Nothing contained in this Sublease shall be construed so as to create privity of estate or of contract between Subtenant and Prime Landlord. (c) Sublandlord covenants that it will perform all of Sublandlord's duties and obligations as tenant under the Prime Lease and agrees to indemnify and hold harmless Subtenant against and from all Losses, (including, but not limited to, the costs of legal proceedings and reasonable attorneys fees), which Subtenant may incur, pay or have asserted against it by reason of any default by Sublandlord under the Prime Lease, except for a default arising out of a default or breach of this Sublease by Subtenant. (d) Sublandlord shall give to Subtenant a copy of each notice or demand received from Prime Landlord relating to the Subleased Premises (other than notices or demands for the payment of money), and Subtenant shall give to Sublandlord a copy of each notice or demand received from Prime Landlord relating to the Subleased Premises. (e) Subtenant agrees to indemnify and hold harmless Sublandlord against and from all Losses, (including, but not limited to, the costs of legal proceedings and reasonable attorneys fees), which Sublandlord may incur, pay or have asserted against it by the Prime Landlord under the Prime Lease by reason of any default by Subtenant under this Sublease. (f) Sublandlord shall not modify, or cause or suffer to be modified, the Prime Lease in any manner which would adversely affect Subtenant's rights or obligations hereunder. (g) Sublandlord shall not do or cause to be done or suffer or permit to be done any default or breach under the Prime Lease which causes the Prime Lease or the rights of Sublandlord as tenant thereunder to be terminated. Subtenant shall not do or permit anything cause to be done in, or in connection with Subtenant’s use suffer or occupancy of, the Premises, permit to be done any act or thing which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with might constitute a default under the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in or cause the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of or the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the benefits of Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held thereunder to be invalid terminated, diminished or unenforceable in adversely affected or which would or might cause Sublandlord to become liable for any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be chargedLosses. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant Tenant acknowledges that it has received read and reviewed examined the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject including all Schedules and subordinate at all times to Amendments as of the Prime Lease date hereof and to all of is fully familiar with the terms, covenants, covenants and agreements of conditions on the Prime Lease. Subtenant shall not do or permit anything Landlord's part as tenant to be done in, or in connection with Subtenant’s use or occupancy of, performed thereunder. All the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” contained in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “conferred and imposed upon Landlord (as lessee therein) except as modified and amended by this Sublease, are hereby conferred and imposed upon Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the Any rights and remedies granted to Landlord pursuant to (as lessee under the Prime Lease. Nothing ) are not necessarily granted to Tenant, as Tenant shall have only those rights as are specifically set forth in this Sublease shall be construed or interpreted Sublease. Tenant covenants and agrees to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between fully and faithfully perform the terms and conditions of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control on its part to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extentperformed. In addition, the following sections and exhibits of the Prime Lease Tenant shall not apply do or cause to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option be done or suffer or permit any act to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and be done which would cause the Prime Lease, contains or the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions rights of this Sublease are held to be invalid or unenforceable in any respectLandlord, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges thatas tenant, under the Prime Lease, Sublandlord has expressly waived certain rights to be endangered, canceled, terminated, forfeited or surrendered, or which would cause Landlord to be in default thereunder or liable for any damage, claim or penalty. Tenant agrees, as an express inducement for Landlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease and remedies that might otherwise the provisions of the Prime Lease which would permit Tenant to do or cause to be available done or suffer or permit any act or thing to tenants under California statutory be done which is prohibited by the Prime Lease then the provisions of the Prime Lease shall prevail except for the limitations set forth herein in Section 1 and common law4. Subtenant agrees that its rights If the Prime Lease terminates or is terminated for any reason whatsoever, then this Sublease shall terminate simultaneously therewith. If Tenant is not in default under the terms and conditions hereof, any such termination shall be without liability between Landlord and Tenant, except such liability theretofore accruing; however, if Tenant is in default, the default provisions hereof shall control as to Tenant's liability. Landlord may not voluntarily or otherwise consent to the termination of the Prime Lease without the consent of Tenant, said consent not to be unreasonably withheld, conditioned or delayed. In the event of a bankruptcy, dissolution, or reorganization which might preclude Landlord from performing under the Prime Lease, Tenant, at its option, shall be entitled to consider this Sublease are expressly subject as an assignment of Landlord's right, title and interest in and to the Prime Lease as of the date and time of such waivers event. Tenant shall have the right to exercise this option by written notice to the Lessor under the Prime Lease and that Subtenant is hereby making each from and after the date of those waivers in favor of Sublandlordsuch notice, Tenant shall be deemed to be the Lessor under the Prime Lease.

Prime Lease. a. This Sublease is (a) Landlord shall comply with all obligations imposed on Landlord by each Prime Lease at Sites where Tenant has Tenant Facilities including the obligation to make all payments due thereunder. Tenant shall have the right, at its option and shall after giving Landlord prior written notice and a cure period of seven days from delivery of such notice (or such shorter period as may be subject and subordinate required to prevent termination of the Prime Lease), in addition to all other rights and remedies available to it, to cure any default of Landlord under any Prime Lease and all ground sums so advanced by Tenant, together with interest computed at a rate of 12% per annum, shall be, at Tenant's sole option and in any combination of cash or underlying leases affecting credit that Tenant elects, paid to Tenant by Landlord within ten (10) days of Tenant's demand therefor or credited, in whole or in part, towards future installments of Rent. (b) Landlord shall not voluntarily terminate any Prime Lease at Sites where Tenant has Tenant Facilities without Tenant's prior written consent. Any termination, either with or without cause, of a Prime Lease without Tenant's consent shall be a material breach as to the Building or the land underlying the Buildingaffected Site, and any and Tenant may pursue all mortgages available remedies at law or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and in equity. (c) Should Landlord desire to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the terminate a Prime Lease or any ground lease terminates prior to expiration of all renewal terms provided therein, Landlord shall give Tenant written notice of such intention no less than six (6) months prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all end of the terms, covenants, and agreements then current term or renewal term of the Prime Lease. Subtenant shall not do or permit anything Subject to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements rights of the Prime Lease. Except as modified herebyLease landlord, except for any provisions Tenant shall at all times have the right of this Sublease which conflict with first refusal to an assignment of the Prime Lease (in which should Landlord desire to terminate. If Tenant is entitled to and does elect to exercise its option, Landlord shall promptly execute all documents necessary to effect the assignment of the Prime Lease and all applicable third-party leases and/or subleases. In such case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord Tenant shall have the same obligations right to Subtenant purchase the Tower and rights against Subtenant with respect to this Sublease, as any other of Landlord's improvements on the “Landlord” has with respect to and against the “Tenant” pursuant Site for an amount equal to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any replacement cost of the rights Tower and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Leasesuch improvements, less reasonable wear and tear. c. In the event of a conflict between (d) Except as herein otherwise expressly provided, or except as the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are may be in conflict with or inconsistent with the terms herein provided, all of the Prime Lease terms, covenants and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, are hereby incorporated into and made a part of this Agreement as if fully set forth herein; the following sections and exhibits of Landlord herein being substituted for the Landlord named in the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”)Lease, and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of Tenant herein being substituted for the Tenant named in the Prime Lease. A Certified Access Specialist (CASp) can inspect Notwithstanding anything to the subject premises contrary contained in this Agreement, this Agreement and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time Tenant's rights and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary obligations hereunder are inferior to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease Tenant recognizes and acknowledges the existence of the Prime Lease and that this Lease is and shall be subject and subordinate to a sublease of a portion of Landlord’s leasehold estate created by the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions termination of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease for any reason whatsoever shall never constitute a default by Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the payment of any ground lease terminates prior rent or other sums due by Tenant hereunder. Tenant further agrees that this Lease is subject to all of the Expiration Date, this Sublease shall also terminate on the date that terms and provisions of the Prime Lease or any such ground lease terminates. b. Subtenant and hereby agrees to be bound by provisions thereof, including but not limited to the provisions relating to employment and non-discrimination. By execution hereof, Tenant hereby acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at a copy of all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease relating to employment and non-discrimination all as set forth on Exhibit D attached hereto provided, however, that the terms execution of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease Lease by Landlord shall control never be construed to the extent they are inconsistent with the terms of be an approval hereof by the Prime Lease and their respective counterpart provisions in Lessor, it being understood that the Prime Lessor cannot be bound by any act or omission of Landlord. If Prime Lessor shall request a modification of this Lease, Tenant shall not unreasonably withhold or delay its consent to a modification which does not adversely affect Tenant’s rights and privileges hereunder or impose material burdens on Tenant. Tenant hereby acknowledges and agrees that all communications with Prime Lessor relating to this Lease shall be excluded to such extent. In addition, the following sections directed through Landlord and exhibits of the Prime Lease that Tenant shall not apply to seek any approvals or otherwise communicate with Prime Lessor regarding this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)Lease without the approval of Landlord. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Smithsonian hereby represents and warrants that: (i) Smithsonian is the tenant under the Prime Lease and has the full right to enter into this Sublease (subject, however, to Prime Landlord’s consent); (ii) the Prime Lease is in full force and shall be subject effect; (iii) Smithsonian has not received from Prime Landlord any notice of any default on the part of Smithsonian as tenant under the Prime Lease which has not been cured, nor has Smithsonian given Prime Landlord notice of any default on the part of Prime Landlord as landlord under the Prime Lease which has not been cured; and subordinate (iv) Smithsonian has submitted to Genocea a true and complete copy of the Prime Lease, any and all ground or underlying leases affecting except for the exclusion of those certain construction and/or alteration plans relating to other floors of the Building or (except for the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”second floor). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agreesExcept as specifically agreed in writing between the parties herein, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, provisions covenants and conditions of the Prime Lease are incorporated herein by reference and hereby made a part of and are superior to this sub lease Agreement, except as herein otherwise expressly provided Genocea hereby assumes and agrees to perform faithfully and be bound by, with respect to the Premises and the Building, all of Smithsonian’s obligations, covenants, agreements and agreements liabilities under the Prime Lease and all terms, conditions, provisions and restrictions contained in the Prime Lease except: i. Neither Genocea nor Smithsonian shall have any obligations to construct or install tenant improvements except for Genocea’s obligation to install the separate meter described in Section 5.f above. ii. Any provisions in the Prime Lease allowing or purporting to allow any rent concessions, abatements or construction allowances, any options to lease additional space, rights of first refusal, renewal options or other similar provisions are not incorporated in this Agreement unless specifically noted herein. b. Genocea shall not alter or change the Premises without the prior written approval of both Smithsonian (such approval not to be unreasonably withheld) and Prime Landlord. Upon approval by Smithsonian, Smithsonian shall present any alteration proposed by Genocea to Prime Landlord for its approval, or permit Genocea to present such alterations directly to Prime Landlord (with all copies sent to Smithsonian). Any such approved alterations, additions or improvements shall be performed at Genocea’s sole cost and expense in a good and workmanlike manner and in compliance with all applicable laws and codes and the applicable requirements of the Prime Lease. Subtenant Smithsonian hereby approves Genocea’s alterations depicted on the schematic drawing proposed by Genocea (attached hereto as Exhibit C); however, it reserves its right to request Genocea to return the Premises, in whole or in part, to the condition that it was in immediately prior to the date of this Sublease. Smithsonian requests that the interior doors, upon removal by Genocea, be stored and kept for reinstallation at the end of the term. c. Genocea further agrees: i. All rights given to the Prime Landlord and its respective agents and representatives by the Prime Lease to enter the Premises shall inure to the benefit of the Smithsonian and its agents and representatives with respect to the Premises. ii. Smithsonian shall also have all other rights, and all privileges, options, reservations and remedies, granted or allowed to, or held by Prime Landlord under the Prime Lease. iii. Genocea shall not do anything or suffer or permit anything to be done in, or which could result in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to a default under the Prime Lease, or permit the Prime Lease to be canceled or terminated or which may cause any increase in fire or other insurance rates of Prime Landlord. d. Smithsonian and Subtenant Genocea hereby agree as follows: i. Genocea shall have not assign, mortgage, pledge, hypothecate, or otherwise transfer or permit the same transfer of this Agreement or any interest of Genocea in this Agreement, by operation of law or otherwise or permit the use of the Premises or any part thereof by any persons other than Genocea and Genocea’s employees or contractors, or sub-sublet the Premises or any part thereof without the prior written approval of Smithsonian. Notwithstanding the foregoing, Genocea may transfer its interest in this Sublease to the following types of entities without the written consent of Smithsonian (each a “Permitted Transfer”): (a) any entity which controls or is controlled by Genocea or is under common control with Genocea, (b) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Genocea is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Genociea’s obligations hereunder are assumed by the entity surviving such merger or created by such consolidation, or (c) any corporation, limited partnership, limited liability company or other business entity acquiring all or substantially all of Genocea’s assets or ownership interests of Genocea so long as Genocea’s obligations hereunder are assumed by the acquiring entity or (d) any assignee consented to Sublandlord by Prime Landlord under Genocea’s lease with Prime Landlord dated as of July 3, 2012 (as it may be amended, the “Genocea Direct Lease”). Genocea shall promptly notify Smithsonian in writing in advance of any such Permitted Transfer. ii. Neither rental nor other payments hereunder shall xxxxx by reason of any damage to or destruction of the Premises or the Building or any part thereof, unless, and rights against Sublandlord then only to the extent that, rental and such other payments actually xxxxx under the Prime Lease with respect to this Sublease as the “Tenant” has with respect Premises on account of such event. iii. Genocea shall not have any right to and against any portion of the “Landlord” pursuant to the Prime Lease. In furtherance proceeds of any award for a condemnation or other taking, or a conveyance in lieu thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant all or any portion of the rights and remedies granted to Landlord pursuant to Building or the Prime Lease. Nothing in this Sublease shall Premises, except as may be construed or interpreted to grant any greater rights than realized by the Sublandlord has received as Tenant from Landlord pursuant to Smithsonian under the terms of the Prime Lease. c. In iv. Genocea shall not have any right to exercise or require Smithsonian to exercise any option under the event Prime Lease. e. Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that Smithsonian does not assume and shall not have any of a conflict between the terms obligations or liabilities of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of Landlord under the Prime Lease to provide any services to the Premises and their respective counterpart provisions in that Smithsonian is not herein making the representations or warranties, if any, made by the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of Landlord in the Prime Lease. A Certified Access Specialist (CASp) can inspect With respect to work, services, repairs and restoration or the subject premises and determine whether the subject premises comply with all performance of other obligations required of the Prime Landlord under the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains Smithsonian’s sole obligation with respect thereto shall be to promptly request the entire agreement between Prime Landlord, upon written request from Genocea, and to use diligent and timely efforts to obtain such services from Prime Landlord or to permit Genocea to seek such services directly from the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged hereinPrime Landlord. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease Smithsonian shall remain unaffected. This Sublease may not be modified liable in damages, nor shall rent xxxxx hereunder, for or amended in on account of any manner other than by a written agreement signed failure by the party Prime Landlord to be charged. f. Subtenant acknowledges that, perform the obligations and duties imposed on it under the Prime Lease unless Smithsonian is entitled to rent abatement relating to any such damages under the Prime Lease. f. Genocea shall neither do, Sublandlord has expressly waived certain rights and remedies nor permit to do nor permit to be done, anything that might otherwise would increase Smithsonian’s obligations to the Prime Landlord under the Prime Lease or that would cause the Prime Lease to be available terminated or forfeited. Smithsonian shall not amend or modify (nor agree to tenants under California statutory and common law. Subtenant agrees amend or modify) the Prime Lease in any way that its would increase Genocea’s obligations or diminish Genocea’s rights under this Sublease, nor shall Smithsonian do, nor permit to do or be done, anything that would cause the Sublease are expressly subject Prime Lease to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlordbe cancelled, terminated or forfeited.

Prime Lease. a. This Sublease is and shall be subject all rights of Tenant hereunder and subordinate with respect to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease Premises are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, conditions and agreements provisions of the Prime Lease. Subtenant shall not do or permit anything Tenant, as if it were the tenant under the Prime Lease, hereby assumes and agrees to perform faithfully and on time, and be done inbound by, or in connection with Subtenant’s use or occupancy of, respect to the Premises, which would violate any and in addition to all of the termsTenant's other obligations set forth in this Sublease, all of Landlord's obligations, covenants, or agreements of and liabilities under the Prime Lease. Except as modified herebyLease and all terms, except for any conditions, provisions of this Sublease which conflict with and restrictions contained in the Prime Lease (in which case terms are hereby incorporated herein by this reference to the provisions extent that such terms contain obligations of "Tenant" under the Prime Lease which shall become obligations of Tenant under this Sublease Sublease). Notwithstanding the foregoing, Landlord and Tenant agree to the following: A. Provided Tenant shall control timely pay all Rent when and as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to due under this Sublease, Landlord shall transmit to Prime Landlord, when and as the “Landlord” has with respect due, all base rent, additional rent and other charges paid to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of Landlord by Tenant under this Sublease, references to the “Premises” in . B. Landlord shall perform its covenants and obligations under the Prime Lease which do not require for their performance possession of the Premises and which are not otherwise to be performed hereunder by Tenant on behalf of Landlord. Landlord shall be construed not willfully take any action or omit to mean the “Premises”; references to “Landlord” in take any action which would cause a default under the Prime Lease shall be construed to mean “Sublandlord”; references to “unless such act or omission is a result of Tenant” in the Prime 's acts or omissions or Tenant's breach of this Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In C. Landlord shall not agree to any amendment to the event Prime Lease without first obtaining Tenant's prior written approval thereof. D. Landlord hereby grants to Tenant the right to receive all of a conflict between the terms services and benefits with respect to the Premises which are to be provided by Prime Landlord under the Prime Lease. Landlord shall have no duty to perform any obligations of Prime Landlord under the Prime Lease. For example, Landlord shall not be required to provide the services or repairs which the Prime Landlord is required to provide under the Prime Lease. Landlord shall have no responsibility for or be liable to Tenant for any default, failure or delay on the part of Prime Landlord in the performance or observance by Prime Landlord of any of its obligations under the Prime Lease nor shall such default by the Prime Landlord affect this Sublease or waive or defer the performance of any of Tenant's obligations hereunder except as expressly set forth in the Prime Lease. Notwithstanding the foregoing, the parties contemplate that Prime Landlord shall, in fact, perform its obligations under the Prime Lease and in the terms event of this Subleaseany default or failure of such performance by Prime Landlord, as between Sublandlord Landlord agrees that it will, upon notice from Tenant, and Subtenantat the sole cost and expense of Tenant, the terms of the Sublease shall control including reasonable attorneys' fees, make written demand upon Prime Landlord to the extent they are inconsistent with the terms of perform its obligations under the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded and, provided that Tenant specifically agrees to such extent. In additionpay all costs of Landlord, the following sections and exhibits of the Prime Lease shall not apply including reasonable attorneys' fees, Landlord will take appropriate legal action to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of enforce the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with E. Landlord and Tenant shall copy Prime Landlord on all notices of default that either party sends to the exhibits attached hereto and the Prime other pursuant to this Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received reviewed and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to is familiar with all of the terms, covenants, covenants and agreements conditions of the Prime Lease, a true and correct copy of which is attached hereto as Exhibit “B” and hereby made a part hereof. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any All of the terms, covenants, or agreements covenants and conditions of the Prime Lease are incorporated herein and made a part hereof as if fully set forth herein. Subtenant assumes and agrees to perform, observe, and comply with all of the terms, covenants and conditions on Sublandlord’s part to be performed, observed and complied with under the Prime Lease. Except , as modified hereby“Tenant” thereunder, except for any provisions of this Sublease which conflict with respect to the Prime Lease (in which case the provisions of this Sublease shall control as Retained Space. As between Sublandlord and Subtenant) and except as provided , in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and SubtenantAgreement, the terms of this Agreement will control. b. This Agreement is expressly made subject to and subordinate to all of the Sublease shall control to the extent they are inconsistent with the terms terms, covenants and conditions of the Prime Lease and their respective counterpart provisions in to all mortgages, deeds of trust, deeds to secure debt, leases and other documents to which the Prime Lease is or may hereafter become subject or subordinate. This subsection (b) shall be excluded self-operative. Subtenant shall, within ten (10) days after request from Sublandlord, execute and deliver to Sublandlord such extentcertificates and other instruments as Sublandlord may reasonably request to confirm such subordination. c. Nothing contained in this Agreement shall be construed to create privity of estate or of contract between Subtenant and Landlord. In addition, Subtenant shall in no case have any rights in respect of the following sections Subleased Premises and exhibits of Common Area greater than Sublandlord’s rights under the Prime Lease shall not apply as it relates to this Sublease as between Sublandlord the Subleased Premises and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)Common Area. d. Subtenant also acknowledges agrees that Sublandlord shall not be required to perform any of the covenants and has read the provision obligations of Section 11.4 (“Accessibility Disclosure”) of Landlord under the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises This is a sublease and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties Landlord shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held continue to be invalid or unenforceable in any respect, obligated to perform the validity, legality, or enforceability obligations of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, Landlord under the Prime Lease. In no event shall Sublandlord be liable for the non-performance of any obligation of the Landlord under the Prime Lease. Subtenant understands that the supplying of heat, light, water, air conditioning, electricity and other utilities, janitorial, cleaning and window washing, the provision of any other services, the construction or replacement of any improvements, and building maintenance and repair are the obligations of Landlord and that Sublandlord has no control with respect to the same, shall have no responsibility in connection therewith, and shall not be liable in any way with respect to the failure of or interference with any of such services or facilities. Sublandlord, at Subtenant’s sole cost and expense, shall send such notices to (but shall not be obligated to file suit against) Landlord as Subtenant may reasonably require to secure Landlord’s performance under the Prime Lease; provided, however, Sublandlord has expressly waived certain rights and remedies shall not be required to send any notice that might otherwise be available Sublandlord reasonably determines would expose Sublandlord to tenants any cost or liability. If, however, Sublandlord shall at Subtenant’s direction commence any proceeding or take any other action to enforce the obligations of Landlord insofar as such obligations relate to the Subleased Premises or Common Area, or if Subtenant takes any such action pursuant to this Section or if Subtenant delivers or receives any notice or communication under California statutory and common law. this Agreement, Subtenant agrees that its rights under the Sublease are expressly subject to such waivers indemnify, defend (with legal counsel acceptable to Sublandlord), and that Subtenant is hereby making each of those waivers hold harmless Sublandlord from and against any liabilities, costs or expenses (including reasonable attorneys’ fees) which Sublandlord may incur in favor of Sublandlordconnection therewith or by reason thereof.

Prime Lease. a. This Sublease is and shall be (a) Subtenant acknowledges that Subtenant's rights to the Demised Premises are subject to and subordinate to the Prime Lease and those various covenants, conditions and restrictions, easements and other matters of record affecting the Prime Lease, any the Demised Premises and all ground or underlying leases affecting other parts of the Building or (the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”"Permitted Exceptions"). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agreesAccordingly, however, to execute within five (5) days after delivery any consent or agreement to confirm that if the Prime Lease terminates then this Sublease is shall terminate (except as otherwise provided in any agreement between Prime Landlord and shall be subject Subtenant) and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgageesliability therefor, beneficiaries or lessorsunless such termination occurs because of a breach of Sublandlord's obligations under this Sublease. If the Prime Lease or terminates because of any ground lease terminates prior default by Sublandlord thereunder, Subtenant shall attorn to and recognize Prime Landlord as Sublandlord under this Sublease; provided that Prime Landlord has executed, no later than one (1) month after the Expiration Execution Date, this Sublease shall also terminate on the date that a nondisturbance agreement in form and substance reasonably acceptable to Subtenant. (b) Except as expressly provided herein, if Subtenant desires to take any action, and the Prime Lease or would require that Sublandlord obtain Prime Landlord's consent before undertaking any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the termsaction, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done inundertake the same without Prime Landlord's prior written consent, or in connection with provided that upon Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below's request, Sublandlord shall have diligently and promptly use its reasonable efforts to obtain Prime Landlord's consent to any such action. (c) Sublandlord shall pay each installment of minimum rental, and any other sum when the same obligations to Subtenant is due and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between payable under the terms of the Prime Lease and will duly observe and perform every term and condition of the terms Prime Lease to the extent that such term and condition is not provided in this Sublease to be observed or performed by Subtenant, except to the extent that any failure to so pay or to observe or perform shall have resulted, directly or indirectly, from any default by Subtenant hereunder (including, without limitation, the failure of Subtenant to pay any amount of the Minimum Monthly Rent or Additional Rent due hereunder). Sublandlord shall provide Subtenant with a copy of any notice given to Sublandlord by Prime Landlord under the Prime Lease, such notice to be delivered within two (2) business days after Sublandlord's receipt of such notice. Sublandlord will also give Subtenant a copy of any notice given by Sublandlord to Prime Landlord under the Prime Lease concurrently with the delivery of such notice to Prime Landlord. (d) At any time and from time to time, Subtenant may, but shall not be obligated to, make any payment or take any action necessary to cure a default by Sublandlord under the Prime Lease provided Subtenant has notified Sublandlord in writing that Subtenant elects to cure such default and within two (2) days after Sublandlord's receipt of such notice, with respect to a monetary default, and ten (10) days after Sublandlord's receipt of such notice, with respect to all other defaults, and Sublandlord has failed to cure such default nor provided evidence reasonably acceptable to Subtenant that such default will be cured before the expiration of the applicable cure period. In the event Subtenant elects to cure such default as permitted herein, the amount of any such payment or the cost of any such action which is paid or incurred by Subtenant in good faith, including reasonable attorney's fees, shall be treated as a sum of money advanced by Subtenant to Sublandlord and shall be repayable by Sublandlord to Subtenant on demand provided Subtenant has delivered to Sublandlord with such demand a written accounting setting forth the itemized amounts expended by Subtenant accompanied by copies of actual supporting invoices documenting the cost, fees and expenses incurred. (e) Subtenant acknowledges that (i) except as expressly provided in this Sublease, Sublandlord (x) does not assume and shall not have any of the obligations or liabilities of Prime Landlord under the Prime Lease and (y) is not making the representations or warranties, if any, made by Prime Landlord in the Prime Lease and (ii) Sublandlord's ability to satisfy certain of its duties and obligations under this Sublease are conditioned upon the full and timely performance of Prime Landlord's obligations under the Prime Lease and Sublandlord is unwilling to accept any liability whatsoever to Subtenant or any diminution in its rights under this Sublease as between a consequence of Prime Landlord's failure to perform under the Prime Lease except to the extent Sublandlord's failure inhibits or prohibits the performance of Subtenant's obligations or rights hereunder. Notwithstanding the foregoing, if Prime Landlord defaults in the performance or observance of any of Prime Landlord's obligations under the Prime Lease, Sublandlord shall, at Sublandlord's election, (1) make demand of Prime Landlord to obtain performance of Prime Landlord's obligations (which performance shall be at Sublandlord's reasonable cost and expense), and if requested in writing by Subtenant, commence and prosecute legal proceedings (also at Sublandlord's cost and expense) in the name of Sublandlord or otherwise against Prime Landlord with counsel reasonably satisfactory to Subtenant and/or (2) assign to Subtenant all of Sublandlord's rights and benefits under the Prime Lease which are assignable under the Prime Lease or otherwise to enforce, at Subtenant's reasonable cost and expense (subject however to reimbursement if Sublandlord is entitled to and obtains reimbursement therefor from Prime Landlord under the terms of the Sublease shall control Prime Lease), the obligations of Prime Landlord under the Prime Lease to the extent they are inconsistent necessary to cause Prime Landlord to cure such default. Notwithstanding clause (2) of the immediately preceding sentence, Subtenant shall not have the right to terminate the Prime Lease, unless Sublandlord first consents to such termination in writing. Sublandlord and Subtenant agree to discuss such enforcement proceedings with one another, in good faith, but such proceeding shall be approved by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. Any amount of recovery obtained by Subtenant, if Subtenant enforces Sublandlord's rights under clause (2) of the first sentence of this subparagraph (e), shall be the property of Subtenant to the extent that such recovery pertains to the Demised Premises. (f) Sublandlord shall not modify the Prime Lease or consent to the modification or creation of any Permitted Exception in any respect which adversely affects Subtenant, this Sublease or the Demised Premises, or surrender the Prime Lease, without the prior written consent of Subtenant, which consent may be granted or withheld in Subtenant's reasonable discretion, and any such modification or surrender made without such consent shall be null and void and shall have no effect on the rights of Subtenant under this Sublease. Sublandlord agrees that if pursuant to the terms of the Prime Lease and their respective counterpart provisions in or otherwise, Sublandlord shall have the Prime Lease shall be excluded right to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner cancel or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and terminate the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein then Sublandlord shall only exercise such rights in accordance with, and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable only in any respectaccordance with, the validitywritten direction of Subtenant. Further, legalityupon receipt of written request from Subtenant, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than upon a default by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, Prime Landlord under the Prime Lease, Sublandlord shall terminate the Prime Lease to the extent Sublandlord has expressly waived certain rights the right to do so thereunder. (g) Subtenant hereby assumes and remedies that might otherwise agrees to perform for the benefit of Sublandlord and Prime Landlord, each and every present and future obligation and duty of Sublandlord under the Prime Lease as and to the extent set forth under this Sublease, and the Permitted Exceptions, as amended with respect to the Demised Premises, except as follows: (a) Sublandlord, not Subtenant, shall be available responsible for paying minimum rental due under the Prime Lease to tenants under California statutory Prime Landlord; and common law(b) to the extent said obligations or duties arise or relate to a period (i) after the Term and not in connection with acts or omissions during the Term; or (ii) before the Execution Date. Subtenant agrees that its rights shall not do, suffer or permit anything to be done which could result in a default under the Prime Lease or permit the Prime Lease to be canceled or terminated. Subtenant shall indemnify, defend and hold harmless Sublandlord from and against all Claims imposed upon or incurred by or assessed against Sublandlord by reason of any violation or breach of this Sublease are expressly subject to such waivers by Subtenant or any of its Authorized Representatives which has resulted, directly or indirectly, in a breach of the Prime Lease. Sublandlord shall indemnify, defend and that hold harmless Subtenant is hereby making each from and against all Claims imposed upon or incurred by or assessed against Subtenant by reason of those waivers any violation or breach of this Sublease by Sublandlord or any of its Authorized Representatives which has resulted, directly or indirectly, in favor a breach of Sublandlordthe Prime Lease.

Prime Lease. a. This Sublease is and shall be subject and subordinate to the Prime LeaseLease except as may be inconsistent with the terms hereof. The terms, any covenants and all ground or underlying leases affecting the Building or the land underlying the Buildingconditions contained in Sections 1(a), 5(a), 6(b), 6(c), 6(e), 7, 8, 11(a), 14, 18, 19, 20(a), 20(d), 21(a) through (g), 21(i), 25, 26, 28(a), 30, 34(a), 34(b), 34(d) through (f), 34(h) through 34(m), 34(o), 34(p), and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate Exhibit D to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary extent particular provisions thereof are referred to in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the forgoing Sections of the Prime Lease or any ground lease terminates prior are incorporated in this Sublease with the same force and effect as if Sublessor were the Prime Landlord and Sublessee were the tenant thereunder, and Sublessor shall have all rights against Sublessee as would be available to the Expiration Date, this Sublease shall also terminate on Prime Landlord against the date that tenant under the Prime Lease if such breach were by the tenant thereunder; provided, that incorporating such provisions herein shall not obligate Sublessor or be construed as causing Sublessor to assume or agree to perform any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed obligations of Prime Landlord under the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times except with respect to the Prime Lease and giving of notice under this Sublease. Sublessee shall not do, omit to all of do or permit to be done or omitted any act in or related to the terms, covenants, and agreements Premises which could constitute a breach or default under the terms of the Prime Lease. Subtenant shall not do or permit anything to be done in, or result in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements termination of the Prime LeaseLease by Prime Landlord. Except as modified herebyNotwithstanding anything herein contained, except for any provisions of this Sublease the only services or rights to which conflict with the Prime Lease (in Sublessee is entitled hereunder are those to which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to Sublessor is entitled under the Prime Lease, and Subtenant shall have the same obligations to Sublandlord for all such services and rights against Sublandlord Sublessee will look solely to the Prime Landlord. Sublessor will cooperate with the Sublessee to secure the cooperation of the Prime Landlord with respect to this Sublease any matter arising under the Prime Lease as the “Tenant” has to which such cooperation is reasonably required. Sublessee acknowledges Prime Landlord's rights with respect to and against the “Landlord” Premises pursuant to the Prime Lease. In furtherance thereof, for purposes of Lease are superior to Sublessee's and are not affected by this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is and shall be subject and subordinate to the Prime Lease, any all of the terms and conditions thereof and the performance by Prime Lessor of all ground or underlying leases affecting the Building or the land underlying the Buildingof its obligations thereunder, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documentsextent approved by Sublessee, which is reasonably requested by Sublandlord or Landlord or any applicable lessorapproval will not be unreasonably withheld, mortgagee or beneficiary all amendments and supplements hereafter entered into. All terms contained in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the date that the Prime Lease Subleased Premises any act or omission which violates any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements term or condition of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, In the Premises, which would violate any event of the termstermination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, covenants, or agreements then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except specifically exempted as provided below in Paragraph 14.c belowthis Xxxxxxxxx 0, Sublandlord Xxxxxxxxx shall have assume, perform and observe all of the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, of Sublessor as the “Landlord” has with respect to and against the “Tenant” pursuant to Tenant under the Prime Lease, to the extent that such terms and Subtenant shall have conditions are applicable to the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as Subleased Premises, including without limitation thereto payment (or in the “Tenant” has with respect to and against case of payment in the “Landlord” pursuant to first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease. In furtherance thereofSublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for purposes Sublessor's compliance as Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, references Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the “following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises” , to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be construed and hereby are conferred upon and assigned to mean the “Premises”; references to “Landlord” in the Prime Lease Sublessee. Sublessee shall be construed subrogated to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the such rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with that the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease same shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged hereinSubleased Premises. If any provisions such action against Prime Lessor in Sublessee's name shall be barred by reason of this Sublease are held lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to be invalid take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or unenforceable in damage which Sublessor may incur or suffer by reason of any respectsuch action, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each copies of those waivers in favor all papers, and notices of Sublandlordall proceedings, shall be given to Sublessor.

Prime Lease. a. This Sublease A. Landlord is the tenant under a Prime Lease (the "Prime Lease") with the Prime Landlord identified in Section l(D), bearing the date specified in Section 1(F). Landlord represents and shall be subject warrants to Tenant that (i) Landlord has delivered to Tenant a true and subordinate complete copy of the Prime Lease and all other agreements between Prime Landlord and Landlord governing the use and occupancy of the Premises, (ii) the Prime Lease is, as of the date hereof, in full force and effect, (iii) Landlord's leasehold estate with respect to the Premises has not been assigned, mortgaged, encumbered or otherwise transferred or sublet, in whole or in part, (iv) as of the date hereof no default has occurred by Landlord under the Prime Lease giving rise then, or in the future, to the right of Prime Landlord to terminate the Prime Lease, any and all ground or underlying leases affecting as of the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions date hereof Landlord has received no notice of any such leasesdefault from Prime Landlord, mortgages and deeds (v) as of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require date hereof no further consent default has occurred by Prime Landlord under the Prime Lease giving rise then or agreement by Subtenant. Subtenant agrees, howeverin the future, to execute within five (5) days after delivery any consent the right of Landlord to terminate the Prime Lease. B. Except as otherwise expressly provided herein, or agreement to confirm that this Sublease is except as may be inapplicable or inconsistent with other provisions hereof, all of the terms and provisions in the Prime Lease are incorporated herein by reference as if set forth herein in full and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject with the same force and subordinate at all times to effect as if Landlord were the landlord under the Prime Lease and to all of Tenant were the terms, covenants, and agreements of tenant under the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, Lease and the Premises, which would violate any of Premises were the terms, covenants, or agreements of premises under the Prime Lease. Except as modified herebyotherwise expressly provided herein, except for any provisions Landlord covenants to Tenant to perform all of this Sublease which conflict with the covenants and obligations to be performed by Landlord under the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same other than those obligations to Subtenant and rights against Subtenant be performed by Tenant with respect to the Premises) and to promptly pay when due all rents and other amounts due to Prime Landlord and to comply with this Sublease and the applicable provisions of the Prime Lease, as modified by this Sublease, in all respects. If Landlord shall fail to make any payment or perform any act required to be made or performed by Landlord under the Prime Lease and such default is not cured by Landlord after notice from Tenant, Tenant, without waiving or releasing any obligation or default hereunder, may (but shall be under no obligation to) make such payment or perform such act for the account and at the expense of Landlord, and make take any and all such actions as Tenant, in its reasonable discretion, deems necessary or appropriate to accomplish such cure. If Tenant shall reasonably incur any expense in remedying such default, Tenant shall be entitled to recover such sums upon demand from Landlord or to deduct such sums from Base Rent next due. C. Subject to Section 27(F), (i) Landlord shall not be obligated to perform, and shall not be liable for the “performance by Prime Landlord” has with respect to and against , of any of the “Tenant” pursuant to obligations of the Prime Landlord under the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In (ii) in furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as foregoing, Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”)make any claim against Landlord for any damages which may arise by reason of any act or omission, Section 8 (“Brokers”)whether intentional or negligent, and Exhibit “C” (“Work Letter”)of Prime Landlord. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This (a) A true copy of the Prime Lease is attached hereto as EXHIBIT B. Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease is and shall be subject and subordinate to all of the terms and conditions contained in the Prime Lease as said terms and conditions affect the Subleased Premises, and all of the terms and conditions of the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Buildingexcept as otherwise set forth herein, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that are hereby incorporated into this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against binding upon Subtenant with respect to this Sublease, the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the “Landlord” has Prime LEASE. Subtenant shall comply with respect each covenant and obligation in the Prime Lease which is incorporated herein that is applicable to and against the “Tenant” pursuant to Sublandlord as Tenant under the Prime Lease, and Subtenant shall have the same obligations to Sublandlord terms and rights against Sublandlord with respect to conditions of this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime LeaseSublease. In furtherance thereof, for For purposes of this Sublease, references in the Prime Lease to the “"term", or "Term" shall mean the Term of this Sublease, references in the Prime Lease to the "Lease Expiration Date" or "expiration date" shall mean the Expiration Date of this Sublease, and references to the "Premises” " in the Prime Lease shall be construed to mean the “Subleased Premises”; references , except to “Landlord” the extent such terms are altered, modified or otherwise agreed to herein. Without limiting the generality of the foregoing, all terms not expressly defined in this Sublease shall have the meanings given to them in the Prime Lease Lease. Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, and each party agrees to indemnify and hold the other harmless from and against all claims, demands or liabilities resulting from such party's breach, violation or nonperformance of any of its obligations under the Prime Lease, as incorporated herein. With the exceptions set forth herein, Subtenant shall be construed entitled to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any all of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than privileges of the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between tenant under the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control with respect to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart Subleased Premises. The following provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to be incorporated into this Sublease as between Sublandlord and SubtenantSublease: Section 2.2 (“Option to Extend”Sections 1(f), Section 8 (“Brokers”1(g), 1(h), 1(m), 1(n), 2(b), 2(c), 2(d), 3(a)(ii), 3(b)-(i), 6(e), 8, 10, 14(b), 15, 23, 24, 25, 27, 31, 32, 34, 35, 36, 40, 41, 42, 44, 46(l), 46(o), and, insofar as it relates to Sublandlord, 46(n), and Exhibit “Exhibits C” (“Work Letter”). d. Subtenant also acknowledges , D, G, H and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.I.

Prime Lease. a. This A true copy of the Prime Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit B. Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease is and shall be subject and subordinate to all of the terms and conditions contained in the Prime Lease as said terms and conditions affect the Subleased Premises, and all of the terms and conditions of the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Buildingexcept as otherwise set forth herein, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that are hereby incorporated into this Sublease is and shall be subject and subordinate binding upon Subtenant with respect to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior Subleased Premises to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. same extent as if Subtenant acknowledges that it has received were named as tenant and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of Sublandlord as landlord under the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for For purposes of this Sublease, references in the Prime Lease to the “Premises” ["term"] shall mean the Term of this Sublease and references to the ["premises"] in the Prime Lease shall be construed to mean the “Subleased Premises”; references to “Landlord” . [Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease shall Lease, it will be construed to mean “Sublandlord”; references to “Tenant” adjusted by substituting the number of square feet of the Subleased Premises for the number of square feet of the [Premises] leased in the Prime Lease Lease.] Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, and each party agrees to indemnify and hold the other harmless from and against all claims, demands or liabilities resulting from such party s breach, violation or nonperformance of any of its obligations under the Prime Lease, as incorporated herein. With the exceptions set forth herein, Subtenant shall be construed entitled to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any all of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than privileges of the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between tenant under the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control with respect to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart Subleased Premises. The following provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply be incorporated into this Sublease: Sections: 1.01 Demised Premises, 1.02 Temporary Premises, 2.01 Term, 2.02 Options to renew the Term of this Lease, 2.03 Vacation, 2.04 Acknowledgment of Term, 3.01 Base Annual Rent, 3.02 Base Annual Rent Adjustments, 3.03 Sixth Floor Premises Rent, 4.01 Definition of Taxes, 4.02 Tenant s Proportionate Share of Taxes, 4.03 Payment of Taxes, 4.04 Tax Refund, 4.05 Additional Taxes, 5.01 Definition of Common Area Expenses, 5.02 Tenant s Proportionate Share of Common Area Expenses, 5.03 Payment of Common Area Expenses, 5.04 Tenant s Audit, 6.01 Financial Statements, 7.04 Landlords Contribution For Tenants Work, 7.06 Pre Commencement Date Work, 8.02 The Option Period Alterations Allowance, 9.02 Restriction On Competitor Signage, 10.01 Assignment and Subletting, 10.02 Sublease as between Sublandlord Assignment and Subtenant: Section 2.2 (“Option Subtenant Subleases, 14.02 Valet or Other Parking, 28.01 Brokerage Commission, 31.02 Notices, 31.04 Successors, 31.12 Covenant to Extend”), Section 8 (“Brokers”)Pay Rent; Late Charge, and Exhibit “C” (“Work Letter”)31.13 Satellite Dish. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease Lease is and shall be subject and subordinate to the Prime Lease. Prime Landlord is not a party to this Lease and its consent to or approval of this Lease shall not bind it to these terms and conditions. Prime Landlord is not personally liable hereunder. Prime Landlord does however have the rights on its part expressly provided for herein, any and all ground or underlying leases affecting the Building or the land underlying the Buildingif any, and Prime Landlord is an intended third party beneficiary with respect thereto. Tenant shall not cause, permit, nor suffer to occur any and all mortgages act or deeds of trust which may now failure to act that violates or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of is in conflict with any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements provisions of the Prime Lease, or causes the Prime Lease to be defaulted or forfeited. Subtenant Landlord shall not do or permit anything to be done incause, permit, or suffer to occur any act or failure to act that violates or is in connection conflict with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements provisions of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with or causes the Prime Lease to be defaulted or forfeited. It is expressly understood and agreed by Tenant that Landlord, its shareholders, directors, officers, employees and agents are not liable to Tenant for any damages arising out of or pertaining to any breach of the Prime Lease by Prime Landlord (including Prime Landlord’s failure to perform any of its obligations under the Prime Lease recited in this Lease). Tenant shall also indemnify, and hold Landlord, its shareholders, directors, officers, employees and agents harmless from and defend Landlord against any and all claims or liability arising out of or pertaining to a breach of the Prime Lease by Landlord caused by or resulting from a breach of this Lease by Tenant. Landlord shall indemnify, and hold Tenant, its shareholders, directors, officers, employees and agents harmless from and defend Tenant against any and all claims or liability arising out of or pertaining to a breach of the Prime Lease by Landlord that is not caused by or resulting from a breach of this Lease by Tenant. If Landlord is required to pay to Prime Landlord any additional charges under the Prime Lease as a result of special or extra services furnished to, requests made by, or acts or omissions of Tenant or Tenant’s agents, employees, contractors, principals, invitees and/or licensees, Tenant shall promptly pay to Landlord the amount(s) required to satisfy such charges so Landlord may transmit the same to Prime Landlord. At any time, Landlord may, by providing Tenant with written notice of the same, elect to require Tenant to perform its obligations hereunder directly to Prime Landlord, and Tenant shall do so upon Landlord’s election, in which case, Tenant shall send to Landlord, upon delivery or receipt (as the case may be), copies of all notices and other communications it thereafter sends to or receives from Prime Landlord. This Lease and the obligations of the parties hereunder are expressly conditioned upon Landlord obtaining the prior written consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in which case the provisions connection with Prime Landlord’s approval of this Sublease shall control as between Sublandlord and SubtenantLease) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Subleasethe nature and operation of Tenant’s business and/or the financial condition of Tenant, or as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to may otherwise be required under the Prime Lease. In furtherance thereof, for purposes If Prime Landlord fails to consent to this Lease within thirty (30) days after the execution and delivery of this SubleaseLease in form reasonably acceptable to Tenant, references Tenant shall have the right to terminate this Lease by giving written notice thereof to the “Premises” in the Landlord at any time thereafter, but before Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”Landlord grants such consent, and references within 5 days following such termination, Landlord shall return any Security Deposit and prepaid rent to “Monthly Basic Rent” Tenant. If Prime Landlord fails to consent to this Lease within forty five (45) days after the execution and delivery of this Lease in form reasonably acceptable to Landlord, Landlord shall have the Prime right to terminate this Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant by giving written notice thereof to the Tenant at any time thereafter, but before Prime LeaseLandlord grants such consent, and within 5 days following such termination, Landlord shall return any Security Deposit and prepaid rent to Tenant. Nothing in this Sublease shall be construed No failure or interpreted refusal of Prime Landlord to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply so consent to this Sublease Lease as between Sublandlord and Subtenant: Section 2.2 (“Option aforesaid shall subject Landlord to Extend”)any liability, Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)except for Landlord’s failure to use good faith efforts to obtain Prime Landlord’s consent. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. SubLandlord represents and warrants to --------------------------- SubTenant that the Prime Lease is in effect. Notwithstanding any provision contained in this SubLease to the contrary, if the Prime Lease is terminated, this SubLease shall terminate immediately. This Sublease SubLease is and at all times shall be subject to and subordinate to the Prime Lease, Lease and the rights of Landlord thereunder. SubLandlord shall not commit or permit any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and its Affiliates to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate commit on the date that the Prime Lease Premises any act or omission which shall violate any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements term or condition of the Prime Lease. Subtenant shall not do or permit anything SubTenant hereby expressly assumes and agrees: (i) to be done in, or in connection comply with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements all provisions of the Prime Lease. Except as modified hereby, except for any provisions Lease which are required to be performed by SubTenant hereunder; and (ii) to perform all obligations on the part of this Sublease which conflict with the "Tenant" to be performed under the terms of the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Premises (other then Tenant” pursuant to the Prime Lease, and Subtenant shall have the same 's obligations to Sublandlord pay rent and rights against Sublandlord with respect other charges to this Sublease as Landlord) during the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes term of this Sublease, references SubLease which are not required to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”performed by SubLandlord hereunder. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms provisions of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto SubLease and the Prime Lease, contains as between SubLandlord and SubTenant, the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease SubLease shall control. Further, as between SubLandlord and SubTenant, SubLandlord shall be responsible for the performance of the obligations of "Tenant" under the Prime Lease if and only to the extent that such obligations are held not required to be invalid or unenforceable in any respectperformed by SubTenant under this SubLease. SubLandlord's only obligations under the Prime Lease with respect to the Premises are to use due diligence and reasonable efforts (at SubTenant's sole cost and expense) to cause Landlord to perform its responsibilities and to make those payments of all rent and other charges due to Landlord thereunder, the validitywhich payments SubLandlord hereby agrees to make, legalityprovided, or enforceability however, that SubTenant makes timely payments to SubLandlord of the remaining provisions of all rent and other charges payable under this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be chargedSubLease. f. Subtenant acknowledges that, (a) SubLandlord is Tenant under the Prime Lease; (b) SubLandlord has submitted to SubTenant a true and complete copy of the Prime Lease, Sublandlord inclusive of all amendments, riders, exhibits and related agreements; (c) to the best of SubLandlord's knowledge, SubLandlord has expressly waived certain rights not received any notice of default under the Prime Lease from Landlord; and remedies (d) SubLandlord is not insolvent and is able to pay its debts and other obligations as they become due, it has not declared bankruptcy or filed a petition to take advantage of any law relating to bankruptcy, insolvency, or reorganization, winding up or composition or adjustment of debt and it has no present intention of doing so, no such proceeding has been commenced against SubLandlord seeking such relief and SubLandlord has no knowledge that might otherwise be available any such proceeding is threatened. SubLandlord agrees not to tenants under California statutory and common law. Subtenant agrees amend or modify (nor agree to amend or modify) the Prime Lease in any way that its would increase SubTenant's obligations or diminish SubTenant's rights under this SubLease without SubTenant's prior written consent, nor do anything that would cause the Sublease are expressly subject Prime Lease to such waivers and be canceled, terminated or forfeited prior to its scheduled expiration date or that Subtenant is hereby making each of those waivers in favor of Sublandlordwould increase SubTenant's obligations or diminish SubTenant's rights under this SubLease.

Prime Lease. a. This (a) Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease is and shall be subject and subordinate to all of the terms and conditions contained in the Prime Lease as said terms and conditions affect the Subleased Premises, and all of the terms and conditions of the Prime Lease, any except as otherwise set forth herein, are hereby incorporated into this Sublease and all ground or underlying leases affecting shall be binding upon Subtenant with respect to the Building or Subleased Premises to the land underlying same extent as if Subtenant were named as tenant and Sublandlord as landlord under the BuildingPrime Lease, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and including but not limited to all renewalsexhibits attached to the Prime Lease, modifications, consolidations, replacements including the Rules and extensions Regulations. If a term or provision of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord inconsistent or Landlord in conflict with a term or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements provision of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, term or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions provision of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for For purposes of this Sublease, references in the Prime Lease to the “Premises” term of lease shall mean the Term of this Sublease and references to the premises, demised premises, or similar references in the Prime Lease shall be construed to mean the “Subleased Premises”; references to “Landlord” . Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease Lease, it will be adjusted by substituting the number of square feet of the Subleased Premises for the number of square feet of the premises leased by Sublandlord under the Prime Lease. Subtenant agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, and agrees to indemnify and hold Sublandlord and Prime Landlord harmless from and against all claims, demands or liabilities resulting from Subtenant’s breach, violation or nonperformance of any of its obligations under the Prime Lease, as incorporated herein. With the exceptions set forth herein, Subtenant shall be construed entitled to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any all of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than privileges of the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between tenant under the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control with respect to the extent they are inconsistent with Subleased Premises. (b) Notwithstanding the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In additionforegoing, the following sections Sections of and exhibits of Exhibits to the Prime Lease shall not apply to this Sublease as between Sublandlord and SubtenantSublease: Section 2.2 (“Option to Extend”)Sections 3, Section 8 (“Brokers”)4.A, 4.B, 5, 6, 11.B, 15, 16, 17, 18, 19, 21, 22, 23, 25, 27, 29, 30, 31, 32, 33, 34, 35, 36.G. 36.P, 36.S, 36.T, 38, 39, 41, 45, and Exhibit “C” 46, and Exhibits E, F, G, H, I, N, O and Q. Without limiting the foregoing, in no event under any circumstance shall Subtenant be entitled to be paid or to receive any credit for all or any portion of the abated rent under the Abated Rent Schedule (“Work Letter”as defined in the Prime Lease). d. (c) Subtenant also hereby acknowledges and has read the provision of that Subtenant is a “Tenant’s Transferee” as such term is defined in Section 11.4 (“Accessibility Disclosure”) 33.B of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises Subtenant hereby acknowledges and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require agrees that, as a CASp inspection of the subject premisesTenant’s Transferee, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested Subtenant shall be and hereby is bound by the lessee or tenant. The parties shall mutually agree on the arrangements for the time terms and manner conditions of the CASp inspection, the payment Sections 33.B and 39.B of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This A true and complete copy of the Prime Lease is attached hereto as Exhibit B. Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease is and shall be subject and subordinate to all of the terms and conditions contained in the Prime Lease, any and all ground except as otherwise set forth herein. Where not expressly inconsistent with the terms hereof or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate clearly applicable only to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to original parties of the Prime Lease and except as otherwise stated herein to the contrary, all of the terms, covenants, such terms and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of conditions are hereby incorporated into this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease and shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against be binding upon Subtenant with respect to this Sublease, the Subleased Premises to the same extent as if Subtenant were named as the “Tenant” and Sublandlord as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to under the Prime Lease. In furtherance thereof, for For purposes of this Sublease, references in the Prime Lease to the “Term” shall mean the Term of this Sublease and references to the “Premises” in the Prime Lease shall be construed to mean the “Subleased Premises”; references . Each party agrees that during the Term (as defined below) it shall not do or omit to “Landlord” do anything which would result in a default under the Prime Lease Lease, and each party agrees to indemnify and hold the other and its officers, partners, employees and agents harmless from any claims, judgments, damages, fines, penalties, costs, liabilities (including sums paid in settlement of claims) or loss including attorney’s fees through the trial, appellate and administrative levels, consultants fees, and expert fees which arise during or after the Term in connection with its obligations under the Prime Lease, as incorporated herein; provided that the liability of the Subtenant under the foregoing indemnity shall only relate to Claims first arising after the Effective Date (as defined in Paragraph 5). With the exceptions set forth herein, Subtenant shall be construed entitled to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any all of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than privileges of the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between tenant under the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control with respect to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart Subleased Premises. The following provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to be incorporated into this Sublease as between Sublandlord and SubtenantSublease: Section 2.2 (“Option to Extend”)Lease Paragraphs 1d, Section 8 (“Brokers”)1e, 1f, 1g, 1k, 1m, 1p, 1q, 1r, 1t, 4, 5, 10, 49, 53, 54, 55, 56, and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges Exhibits B and has read C. Lease Addendum Paragraphs 1, 2, and 4. Sublandlord shall not do or suffer or permit anything to be done or suffered which would cause the provision Prime Lease to be terminated or forfeited by virtue of Section 11.4 (“Accessibility Disclosure”) any right of termination or forfeiture reserved or vested in the Prime Landlord thereunder, nor shall Sublandlord do or suffer or permit anything to be done or suffered which would cause the Sublandlord to be or become in default of any obligation under the Prime Lease. A Certified Access Specialist (CASp) can inspect Notwithstanding anything contained herein to the subject premises and determine whether the subject premises comply with all contrary, Sublandlord shall not agree to an amendment or modification of the applicable construction-related accessibility standards under state law. Although state law does not require Prime Lease which may have a CASp inspection of the subject premises, the commercial property owner material adverse effect on Subtenant’s business or lessor may not prohibit the lessee Subtenant’s intended use or tenant from obtaining a CASp inspection of the subject premises purpose for the occupancy Subleased Premises or potential occupancy which significantly increases any of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of Subtenant’s obligations under this Sublease are held to in a material adverse way, unless Sublandlord shall first obtain Subtenant’s prior written approval thereof, which approval may be invalid or unenforceable withheld solely in any respect, the validity, legality, or enforceability exercise of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be chargedSubtenant’s good faith and reasonable business judgment. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This (a) Except as otherwise expressly provided in this Sublease or as modified by Section 2(c) hereof and except as the same may be inapplicable hereto or inconsistent herewith, (i) this Sublease is subject to and made upon all the terms, covenants and conditions of the Prime Lease as applicable to the Subleased Premises, with the same force and effect as if fully set forth herein, and (ii) all terms, covenants and conditions which Sublandlord is bound to comply with under the Prime Lease shall be subject binding upon Subtenant hereunder insofar as any such term, covenant, or condition affects the Subleased Premises or Subtenant’s use thereof. Subtenant agrees to observe and subordinate perform the terms, covenants and conditions on its part to be observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord, as tenant under the Prime Lease, any ; and all ground or underlying leases affecting Subtenant agrees to be bound by the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior insofar as they apply to the Expiration DateSubleased Premises. Except as set forth herein, this Sublease the remedies of the parties, as Sublandlord and Subtenant hereunder, shall also terminate on be the date that same as the respective remedies of landlord and tenant under the Prime Lease or any such ground lease terminatesLease. b. (c) Regarding the Subleased Premises, Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted shall not do or permit to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all be done any act or thing which will constitute a breach or violation of any of the terms, covenants, and agreements covenants or conditions of the Prime Lease. Subtenant shall not do will indemnify and hold harmless Sublandlord from and against all losses, costs, damages, expenses and liability, including reasonable attorneys’ fees, which Sublandlord may incur or permit anything pay out by reason of any injuries to be done person or property occurring in, on or in connection with Subtenant’s use or occupancy of, about the Subleased Premises, or by reason of any breach or default by Subtenant hereunder. Sublandlord will indemnify and hold harmless Subtenant from and against all losses, costs, damages, expenses and liability, including reasonable attorneys’ fees, which would violate Subtenant may incur or pay out by reason of any of injuries to person or property occurring in, on or about the terms, covenantsPremises (excluding the Subleased Premises), or agreements by reason of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with breach or default by Sublandlord under the Prime Lease or hereunder. (in which case the d) The following provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed inapplicable to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, ’s occupancy hereunder and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenantbe incorporated herein: last two paragraphs of Section 2.2 (“Option to Extend”2; Section 3; Section 4; Section 35; Section 36(B), Section 8 (“Brokers”38(a); Section, and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of 39; Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.40;

Prime Lease. a. This Sublease is (a) All the rights and shall be subject obligations of Sublandlord contained in the Prime Lease as they relate to the Sublet Premises are hereby conferred and subordinate imposed upon Subtenant, except as expressly modified and amended by this Sublease. Subtenant hereby assumes all of the obligations of Sublandlord under the Prime Lease as they relate to the Sublet Premises (except for payment of the Rent under the Prime Lease, any ) first arising on or after the Commencement Date as though it were the original lessee of the Sublet Premises and all ground or underlying leases affecting covenants and agrees fully and faithfully to perform the Building or the land underlying the Building, terms and any and all mortgages or deeds conditions of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and the Sublease as they relate to the Sublet Premises on its part to be performed, including, but not limited to, all of the termsindemnity, covenantsmaintenance, repair and agreements of the Prime Leasecompliance with law obligations. Subtenant shall not do or permit anything cause to be done in, or in connection with Subtenant’s use suffer or occupancy of, the Premises, permit any act to be done which would violate any of the terms, covenants, or agreements of might cause the Prime Lease. Except , or the rights of Sublandlord as modified herebytenant under the Prime Lease, except to be endangered, canceled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder or liable for any provisions of damage, claim or penalty. For so long as this Sublease which conflict with shall remain in full force and effect and Subtenant is not in default hereunder beyond the expiration of any applicable notice and cure periods, Sublandlord shall not cause any Event of Default or agree to terminate the Prime Lease (in which case prior to the expiration thereof. Subtenant agrees, as an express inducement for Sublandlord 's executing this Sublease, that if there is any conflict between the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations provisions of the Prime Lease which would permit Subtenant to Subtenant and rights against Subtenant with respect do or cause to this Sublease, as the “Landlord” has with respect be done or suffer or permit any act or thing to and against the “Tenant” pursuant to be done which is prohibited by the Prime Lease, then the provisions of the Prime Lease shall prevail. All indemnities, rights and remedies given to the Prime Landlord in the Prime Lease are hereby given to Sublandlord under this Sublease. (b) If any event occurs which would permit Sublandlord to terminate the Prime Lease, Subtenant shall have the same obligations notify Sublandlord of such occurrence and of its recommendations immediately with regard to such termination rights. Subtenant shall decide in its sole discretion whether or not Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to may terminate the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in If the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”is terminated, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than terminate on the Sublandlord has received as Tenant from Landlord pursuant to earlier of the date of termination of the Prime Lease. c. In (c) Sublandlord shall have no duty to perform any obligations of or provide any services to be provided by the event of a conflict between Prime Landlord and shall under no circumstances be responsible or liable to Subtenant for any default, failure or delay on the terms part of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions Landlord in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits performance of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, obligations under the Prime Lease, nor shall such default of the Prime Landlord affect this Subtenant's obligations hereunder; provided, that in the event of any such default or failure of performance by Prime Landlord, Sublandlord has expressly waived certain rights and remedies that might otherwise be available agrees, upon notice from Subtenant, to tenants under California statutory and common law. Subtenant agrees that make commercially reasonable demand upon Prime Landlord to perform its rights obligations under the Sublease are expressly subject Prime Lease and to such waivers otherwise cooperate reasonably with Subtenant as Subtenant may reasonably request and that Subtenant is hereby making each of those waivers at Subtenant’s sole cost and expense, in favor of Sublandlordenforcing the remedies provided in the Prime Lease.

Prime Lease. a. This Sublease The Prime Lease is incorporated herein by reference so that, except to the extent that certain provisions of the Prime Lease are inapplicable or modified by this Sublease, or excluded below, each and shall be subject every term, covenant and subordinate condition of the Prime Lease binding or inuring to the benefit of Landlord shall, in respect of the Sublease, bind or inure to the benefit of Sublessor, and each and every term, covenant and condition of the Prime Lease binding or inuring to the benefit of lessee thereunder shall, in respect to the Sublease, bind or inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely set forth in the Sublease, and as if the words “Lessor(s)” and “Lessee(s)”, or words of similar import, wherever the same appear in the Prime Lease, any were construed to mean, respectively, “Sublessor” and all ground or underlying leases affecting “Subtenant” in the Building or the land underlying the BuildingSublease, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leasesas if the words “Leased Premises”, land“Premises”, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “DocumentsLeased Property”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy ofwords of similar import, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have wherever the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to appear in the Prime Lease, and Subtenant shall have the same obligations were construed to Sublandlord and rights against Sublandlord with respect to this Sublease as the mean “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Subleased Premises” in the Sublease, and as if the word “Lease”, or words of similar import, wherever the same appear in the Prime Lease shall be Lease, were construed to mean the “Premises”; references to “LandlordSublease.” in If any of the express provisions of the Sublease shall conflict with any of the provisions of the Prime Lease incorporated by reference herein, such conflict shall be construed to mean “Sublandlord”; references to “Tenant” resolved in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” every instance in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any favor of the express provisions of the Sublease. Notwithstanding the foregoing or anything to the contrary contained herein, Subtenant shall not have the right to exercise any renewal options, expansion options, rights and remedies granted to Landlord pursuant to of first offer or similar rights set forth in the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than Sublessor represents and warrants that the Sublandlord has received document attached hereto as Tenant from Landlord pursuant to the Prime Lease. c. In the event of Exhibit A is a conflict between the terms of the Prime Lease true and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) correct copy of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner as such has been amended, revised or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenantsupplemented to date. The parties shall mutually agree on the arrangements for the time Prime Lease is in full force and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premiseseffect without default by either Sublessor or Landlord. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is the tenant under the Prime Lease and has the full right to enter into this Sublease (subject, however, to Prime Lessor’s consent); (ii) the Prime Lease is in full force and shall be subject and subordinate effect; (iii) Sublessor has not received from Prime Lessor any written notice of any default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime Lessor written notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured; (iv) to the best of Sublessor’s actual knowledge, without independent investigation, no defaults exist by either Sublessor or the Prime Lessor under the Prime Lease, (v) Sublessor, without having undertaken any and all ground or underlying leases affecting independent investigation, has no knowledge of any condition in the Building Premises that violates Applicable Laws, the Declaration or the land underlying Ground Lease, (vi) to Sublessor's actual knowledge, without having undertaken any independent investigation, all building systems and equipment serving the BuildingPremises are in good working order (it being understood that Prime Lessor is responsible for the repair and maintenance of such building systems), and any (vii) a true and all mortgages or deeds complete copy of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant with certain redactions is attached hereto as Exhibit B. Sublessee warrants and acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information)and is satisfied with the arrangements therein reflected. Subtenant’s rights pursuant to this Sublease are subject Sublessee also represents and subordinate at all times to warrants that it is satisfied with the Prime Lease and to all present condition of the terms, covenants, and agreements Premises (which Sublessee takes “as is” without any representation or warranty by Sublessor regarding the condition of the Prime Lease. Subtenant shall not do Premises or permit anything the fitness of the Premises for any particular use and without any obligation of any kind on Sublessor to be done in, make any repairs or improvements thereto in connection with SubtenantSublessee’s occupancy) and with Sublessee’s ability to use or occupancy ofthe Premises on the terms herein set forth. Sublessor will be responsible for the cost of any work required to correct violations of Applicable Laws which existed prior to the Commencement Date, except to the Premises, which would violate extent the need to comply with such Applicable Laws is solely triggered by the unique and particular use of Sublessee (as opposed to office and lab use generally) and excluding any compliance of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict Premises with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant Americans with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime LeaseDisabilities Act or Massachusetts or local disabilities laws. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event that during the Sublease Term, Sublessee is required to perform any major capital repair or replacement of systems or equipment in the Premises (a conflict between "Major Capital Item"), which Major Capital Item is not the terms responsibility of Prime Lessor and applies to systems or equipment which will be surrendered at the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms end of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease Term and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall which major capital repair or replacement was not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested caused by the lessee actions or tenant. The parties shall mutually agree on the arrangements for the time and manner omissions of the CASp inspectionSublessee or its Invitees, the payment of the fee for the CASp inspectionthen Sublessee, after first consulting with Sublessor, will perform such Major Capital Item, and the cost of making any repairs necessary such work that is in excess of Fifty Thousand Dollars ($50,000) (i.e., Sublessee will be responsible for the first $50,000 of the cost of repair or replacement of each Major Capital Item that requires repair or replacement during the Sublease Term) will be allocated between Sublessor and Sublessee as follows: Sublessee will pay the portion of the cost of such Major Capital Item equal to correct violations the number of construction-related accessibility standards months remaining in the Sublease Term divided by the number of months in the useful life of the Major Capital Item, as determined in accordance with generally accepted accounting principles, and Sublessor will pay the remainder of the cost of such Major Capital Item. Sublessor's share of such cost will be payable within thirty (30) days after receipt of a reasonably detailed invoice from Sublessee detailing the premiseswork performed and calculation of cost allocation. e. This 2.2.2 The Prime Lease is by this reference incorporated into and made a part hereof, except that (i) all references in the Prime Lease to “Landlord”, “Tenant”, “Lease”, “Lease Term”, “Tenant’s Parking Allocation”, “Tenant’s Parking Charges”, “Tenant’s Project Share”, “Tenant’s Building Share”, “Tenant’s Share”, “Tenant’s Utility Costs”, “Permitted Use”, and “Premises”, respectively, shall be deemed to refer to Sublessor, Sublessee, this Sublease, together with the exhibits attached hereto Sublease Term, Sublessee’s Parking Allocation, Sublessee’s Parking Charges, Sublessee’s Project Share, Sublessee’s Building Share, Sublessee’s Share, Sublessee’s Utility Costs, Permitted Use and the Premises subleased hereunder, respectively, except that all references in the following sections and/or provisions of the Prime Lease to “Landlord”, “Tenant”, “Lease”, contains and “Premises”, respectively, shall be deemed to refer to “Prime Lessor”, “Sublessee”, this “Sublease” and the entire agreement between “Premises subleased hereunder”, respectively (i.e., it is the intention of the parties regarding the subject matter contained herein that Prime Lessor shall retain all of its rights and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease obligations under such sections and/or provisions; that Sublessor shall remain unaffected. This Sublease may not be modified or amended in entitled to exercise any manner other than of Prime Lessor’s rights, nor shall be bound by a written agreement signed by the party to be charged. f. Subtenant acknowledges thatany of Prime Lessor’s obligations, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly such sections and/or provisions (subject to such waivers Section 2.2.4 below); and that Subtenant is hereby making each Sublessee shall be entitled to exercise all of those waivers in favor Tenant’s rights (with respect to the Premises), and shall be bound by all of Sublandlord.Tenant’s obligations, under such sections and/or provisions):

Prime Lease. a. This Sublease is A. Landlord represents and shall be subject and subordinate warrants to Tenant that (i) the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds redacted copy of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Dateattached hereto as Exhibit E is a true, this Sublease shall also terminate on the date that accurate and complete copy of the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed as redacted, (ii) to the actual knowledge of Landlord the Prime Lease is, as of the date hereof, in full force and effect, and (redacted to remove certain information). Subtenant’s rights iii) Landlord has neither given nor received a notice of default pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all that remains uncured nor is Landlord aware, as of the termsdate of this Sublease, covenantsof any event which with the giving of notice or the passage of time, and agreements or both, might constitute an event of default under the Prime Lease. Subtenant shall Landlord covenants not do to amend or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with modify the Prime Lease in any manner that adversely affects or diminishes the rights and benefits of Tenant under this Sublease. B. Landlord covenants and agrees with Tenant as follows: (in which case the provisions of i) provided Tenant shall timely pay Tenant’s Rent and Additional Sublease Rent as and when due under this Sublease shall control as between Sublandlord and Subtenant) perform and except as provided in Paragraph 14.c below, Sublandlord shall have comply with the same terms and obligations to Subtenant and rights against Subtenant with respect to of this Sublease, Landlord shall pay, as the “Landlord” has with respect and when due, all Base Rent, Additional Rent, and other charges payable by Landlord to and against the “Tenant” pursuant to Prime Landlord under the Prime Lease, and Subtenant Landlord shall have not voluntarily terminate the same obligations to Sublandlord and rights against Sublandlord Prime Lease with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” Premises (other than pursuant to the Prime Lease. In furtherance thereof, for purposes any termination right arising as a result of this Sublease, references to the “Premises” in a casualty or taking); and (ii) Landlord shall timely perform those of its covenants and obligations under the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any which do not require for their performance possession of the rights Premises and remedies granted which are not otherwise to be performed hereunder by Tenant on behalf of Landlord, including, by way of example only and not in limitation hereof, maintaining in full force and effect all insurance required of Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to under the Prime Lease. c. In C. Tenant will have the event right to place one reasonably sized item of a conflict between Communication Equipment on the terms roof of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent Building in compliance with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) 25.20 of the Prime Lease. A Certified Access Specialist (CASp) can inspect the , subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premisesPrime Landlord’s consent. e. This Sublease, together D. Tenant will be permitted to use the health center in accordance with the exhibits attached hereto and Section 25.23 of the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. 8.1. This Sublease is and shall be subject and subordinate to the Prime Lease. It is the intent of Subtenant and Sublandlord to incorporate the Prime Lease into this Sublease by reference except as otherwise specifically provided herein. Notwithstanding the foregoing sentence, any and all ground or underlying leases affecting Subtenant shall not be obligated to pay the Building base rent or the land underlying Direct Expenses that are payable to Prime Landlord under the Prime Lease; provided, however, Subtenant shall pay all other sums due to Prime Landlord pursuant to the Prime Lease to the extent such sums are applicable to utilities or services provided to the Sublease Premises (e.g. after hours HVAC charges and related expenses). 8.2. Except as otherwise expressly provided by the terms of this Sublease, Subtenant agrees to be bound by and perform all the terms, provisions and conditions to be performed by or applicable to Sublandlord under the Prime Lease to the extent the same are applicable to the Sublease Premises or Subtenant’s use of any portion of the Building, and for purposes of said limited incorporation by reference of the Prime Lease, any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and references therein to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph Tenant” shall be self-operative and shall require no further consent or agreement by deemed references to Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation the benefit of all rights and remedies available to obtain any non-disturbance agreements from Prime Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to under the Prime Lease, and including, but not limited to the right of re-entry. Subtenant shall have the same obligations to indemnify, defend and hold Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to harmless from and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes any loss or damage occurring by reason of this Sublease, references to the “Premises” in breach by Subtenant of the Prime Lease shall be construed as incorporated herein, including, without limitation (a) the cost of cure or loss of Prime Lease; (b) any claims, damages, and expenses arising out of or relating to mean any claim that the “Premises”; Sublease Premises were not surrendered in the condition required by this Sublease and (c) any attorneys’ fees incurred in connection with the foregoing. 8.3. All references to “Landlord” in the Prime Lease shall be construed deemed to mean “Sublandlord”; continue to be references to “Tenant” in the Prime Lease Landlord and Sublandlord shall be construed have no liability to mean “Subtenant for Prime Landlord’s defaults. At Subtenant”’s request, and references to “Monthly Basic Rent” in the Sublandlord shall request that Prime Lease shall be construed to mean “Base Rent”Landlord cure any default caused by Prime Landlord. 8.4. Sublandlord may enforce directly against Subtenant any represents and warrants that as of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms date of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of (i) the Prime Lease is in full force and their respective counterpart provisions in effect; (ii) to the best of Sublandlord’s actual knowledge there is no default by Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Landlord or Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease; (iii) there are no circumstances which, given notice or the passage of time or both, would constitute a default by Sublandlord under the Prime Lease; and (iv) that Sublandlord has the full right, power and authority to enter into this Sublease (subject to the consent of Prime Landlord). During the Sublease Term, Sublandlord has expressly waived certain rights and remedies that might otherwise be available shall not voluntarily do, or fail to tenants under California statutory and common law. Subtenant agrees that its rights do, anything which would constitute a default under the Prime Lease or permit the Prime Lease to be surrendered, cancelled or terminated for any reason, except in connection with a termination of this Sublease are expressly subject pursuant to Section 14 or pursuant to an express right of termination under the Prime Lease (such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlordas casualty or condemnation).

Prime Lease. a. (a) Sublessor represents that it is not in default under the Prime Lease and that, to the best of its knowledge, the Prime Landlord is not in default thereunder. Sublessor further represents that the attached redacted copy of the Prime Lease is a true and correct copy thereof. This Sublease is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting however, Sublessee has no liability for non-compliance with the Building or redacted portions of the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”)Prime Lease. The provisions Prime Lease shall control any conflict or inconsistency between the terms, covenants and conditions of this paragraph shall be self-operative Sublease and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements conditions of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of All the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord covenants and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” conditions contained in the Prime Lease shall be construed applicable to mean this Sublease with the “Premises”; references to “Landlord” in same force and effect as if Sublessor were the Landlord under the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in and Sublessee were the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to under the Prime Lease. c. (b) In case of any breach of this Sublease by Sublessee, Sublessor shall have all the event rights against Sublessee as would be available to the Prime Landlord against the Tenant for Tenant's breach of the Prime Lease. Any breach of this Sublease by Sublessee which would constitute a conflict between breach of the terms Prim Lease if Sublessee were the Tenant under the Prime Lease shall constitute a breach of the Prime Lease and Prime Landlord may exercise all rights and remedies available under the terms Prime Lease against Sublessor and Sublessee, and may enforce all provisions of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control including those pertaining to the extent they are inconsistent with the terms collection of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)Rent. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”c) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a without Prime Landlord's prior written agreement signed by the party to consent. Any modification without Prime Landlord's written consent shall be chargednull and void. f. Subtenant acknowledges that(d) If the Prime Lease is terminated or Prime Landlord re-enters or repossesses the Sublet Premises, then Prime Landlord may, at its option, assume Sublessor's right, title and interest as the Sublessor under this Sublease and, at Prime Landlord's option, Sublessee will attorn to Prime Landlord. Notwithstanding any such assumption, Prime Landlord shall: (i) have no liabilities for any previous acts or omissions of Sublessor under this Sublease, (ii) not be subject to any existing defense or offset against Sublessor, which is not an existing defense or offset against Prime Landlord, (iii) not be bound by any previous modification of this Sublease made without Prime Landlord's prior written consent, or (iv) have no liabilities for any prepayment of more than one-month's rent under this Sublease. (e) Sublessor shall promptly provide to Sublessee any notices from Prime Landlord that affect Sublessee's use and/or occupancy of the Sublet Premises. (f) Provided that Sublessee performs all of its obligations hereunder, Sublessor shall promptly perform all obligations under the Prime Master Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is and shall be subject and subordinate to Subtenant agrees that it will do nothing in, on or about the Prime Lease, any and all ground or underlying leases affecting Subleased Premises which would result in the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested breach by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received of its undertakings and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of obligations under the Prime Lease. Except as modified herebyexpressly set forth herein, except for any provisions of this Sublease which conflict with shall be subject to and on all of the terms and conditions as are contained in the Prime Lease (in which case and the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to Lease are hereby incorporated into this Sublease as if Sublandlord were the “Tenant” has with respect to landlord thereunder and against Subtenant the “Landlord” pursuant to the Prime Leasetenant thereunder. In furtherance thereof, for purposes of this SubleaseWhere appropriate, references to the “Premises” "Landlord" in the Prime Lease shall be construed deemed to mean the “Premises”; "Sublandlord" hereunder and references to “Landlord” "Tenant" in the Prime Lease shall be construed deemed to mean “Sublandlord”; "Subtenant" hereunder, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, Prime Landlord, and all references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”Landlord-provided services or Landlord insurance requirements, and any other references which by their nature relate to the owner or operator of the Building, rather than to a tenant of the Building subleasing space to a subtenant, shall continue to be references to “Monthly Basic Rent” in Prime Landlord and not to Sublandlord. Without limiting the Prime Lease shall be construed foregoing, Subtenant expressly agrees that it does not have any right to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of expand the rights and remedies granted to Landlord pursuant to premises or extend the Prime Lease. Nothing in this term under either the Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between that it is not entitled to any expenditure or allowance by Sublandlord and Subtenant, the terms of the Sublease shall control or Prime Landlord with respect to improvements to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In additionSubleased Premises, the following sections and exhibits of the Prime Lease shall not apply to this Sublease except as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)expressly set forth herein. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This (a) A true copy of the Prime Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit C. Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease is and shall be subject Table of Contents and subordinate to all of the terms and conditions contained in the Prime Lease as said terms and conditions affect the Subleased Premises, and all of the terms and conditions of the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Buildingexcept as otherwise set forth herein, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that are hereby incorporated into this Sublease is and shall be subject and subordinate binding upon Subtenant with respect to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior Subleased Premises to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. same extent as if Subtenant acknowledges that it has received were named as tenant and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of Sublandlord as landlord under the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for For purposes of this Sublease, references in the Prime Lease to the “Premisesterm” shall mean the Term of this Sublease and references to the “premises” in the Prime Lease shall be construed to mean the “Subleased Premises”; references to “Landlord” . Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease shall Lease, it will be construed to mean “Sublandlord”; references to “Tenant” adjusted by substituting the number of square feet of the Subleased Premises for the number of square feet of the Premises leased in the Prime Lease Lease. Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, and each party agrees to indemnify and hold the other harmless from and against all claims, demands or liabilities resulting from such party’s breach, violation or nonperformance of any of its obligations under the Prime Lease, as incorporated herein. With the exceptions set forth herein, Subtenant shall be construed entitled to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any all of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than privileges of the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between tenant under the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control with respect to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart Subleased Premises. The following provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply be incorporated into this Sublease: Basic Lease Information, sections 1, 2, 3.1, the last sentence of section 3.3, section 4, sections 16.1, 22, 30, Additional Provisions as set forth on Exhibit D to the Lease numbered 35, 36, 37(a), 37(b), 37(c), the First, Second, Third and Fourth Amendments to Lease in their entirety, and Fifth Amendment to Lease Sections I, II, III, IV, V.A., VII, VIII, IX, XII (other than XII.F.) and Exhibit A-1. (b) Sublandlord shall have the same rights and remedies with respect to a breach of this Sublease by Subtenant as between Sublandlord and Subtenant: Section 2.2 (“Option the Prime Landlord has with respect to Extend”)a breach of the Prime Lease, Section 8 (“Brokers”)as if the same were more fully set forth at length herein, and Exhibit “C” (“Work Letter”)Sublandlord shall have, with Table of Contents respect to Subtenant, this Sublease and the Subleased Premises, to the extent any such provisions are expressly incorporated herein, all of the rights, powers, privileges and immunities as are had by the Prime Landlord under the Prime Lease. d. Subtenant also acknowledges and has read the (c) Notwithstanding any contrary provision of Section 11.4 the Prime Lease incorporated herein by reference, Subtenant shall have no right to (i) an abatement of basic rent or additional rent by reason of casualty or condemnation, unless Sublandlord is entitled to a corresponding termination or abatement with respect to its corresponding obligation under the Prime Lease; or (ii) any renewal, extension or termination of the Term; (iii) any expansion, relocation, reduction or modification of the Subleased Premises; (iv) any option, right of first refusal, or right of first offer with respect to the purchase or lease of any interest in the real estate which the Subleased Premises are a part or any other real estate; (v) receipt of any payment of, or any other right to receive or participate in, any increase in the equity value of the real estate of which the Subleased Premises are a part or any other real estate; (vi) modify the use permitted hereunder; (vii) demand an estoppel certificate from Sublandlord; (viii) demand reimbursement or payment from Sublandlord in excess of payments actually paid by Prime Landlord and received by Sublandlord with respect to an exercise of the Prime Landlord’s relocation rights under the Prime Lease; (ix) any right to “Accessibility Disclosure”self” insure its insurance obligations hereunder; and (x) any rights of set-off, or to determine the name of the Building or similar rights, as may be reserved to Sublandlord under the terms of the Prime Lease. A Certified Access Specialist (CASp) can inspect Sublandlord shall have no right to relocate Subtenant from the subject premises and determine whether Subleased Premises unless Prime Landlord exercises its relocation rights under the subject premises comply with all terms of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease. (d) Except as otherwise provided herein, contains the entire agreement between time limits contained in the parties regarding Prime Lease for the subject matter contained giving of notices, making payments or demands or performing of any act, condition or covenant on Sublandlord’s part, as tenant thereunder, are changed for the purposes of Table of Contents incorporation herein and all prior negotiations and agreements are merged hereinby reference by shortening same in each instance by five (5) days, so that Subtenant shall have a lesser time to observe or perform hereunder than Sublandlord has under the corresponding provisions of the Prime Lease. If any In no event, however, shall Subtenant have less than three (3) business days to so observe or perform an obligation of Sublandlord under the Prime Lease that Subtenant is obligated to observe or perform pursuant to the provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be chargedSublease. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease Reference is and shall be subject and subordinate made to the Prime Lease, any Lease Agreement and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewalssubsequent amendments, modifications, consolidationsratifications, replacements and extensions of any such leasesattached hereto as Exhibit B and incorporated herein by reference, mortgages hereinafter referred to as the "Prime Lease" dated January 21, 1985, between Government Employees Insurance Company (hereinafter referred to as "Lessor") and deeds of trust Sublessor, as Lessee, pursuant to which Sublessor has leased the Subleased Premises from Lessor. Except as otherwise expressly provided herein, (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5a) days after delivery any consent or agreement to confirm that this Sublease is subject to and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to made upon all of the terms, covenants, covenants and agreements conditions of the Prime Lease. Subtenant shall not do or permit anything Lease (except paragraphs as noted in Attachment "A" (I)) to be done in, or in connection with Subtenant’s use or occupancy of, the extent the same relate to the Subleased Premises, which would violate any with the same force and effect as if such terms, covenants and conditions were fully set forth herein, (b) all of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease covenants and conditions which conflict Sublessor is bound to comply with under the Prime Lease (in which case shall be binding upon Sublessee hereunder to the provisions extent the same relate to the Subleased Premises and Sublessee shall perform all obligations of Sublessor under the Prime Lease relating to the Subleased Premises during the term of this Sublease shall control as between Sublandlord Sublease. The Sublessee agrees to be bound to the Sublessor by all the terms of the Lease and Subtenant) to assume toward Sublessor and except as provided in Paragraph 14.c belowto perform all of the obligations and responsibilities that Sublessor, Sublandlord shall have by the same obligations to Subtenant and rights against Subtenant Lease, assumes toward the Landlord under the Lease with respect to the Premises. The relationship between Sublessee and Sublessor under the Sublease shall be the same as between the Sublessor and Landlord under the Lease. Notwithstanding anything to the contrary contained in the Lease or contained in this Sublease, as Sublessor alone shall be entitled to exercise those rights and privileges, shall continue to be solely responsible for, and shall timely discharge or otherwise satisfy, all of the “Landlord” has with respect to obligations and against responsibilities of the “"Tenant” " pursuant to the terms, provisions and conditions of the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any (c) all of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event privileges of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, Sublessor under the Prime Lease, Sublandlord has except those specifically excluded pursuant to paragraph 2(A) above, shall inure to the benefit of Sublessee via Sublessor to the extent the same relate to the Subleased Premises. It is the intention of the parties hereto that, except as otherwise expressly waived certain provided in this Sublease, the relationship between Sublessor and Sublessee shall be governed by the provisions of the Prime Lease as if they had been typed out in full in this Sublease and Sublessor were the party named as "Lessor" under the Prime Lease and Sublessee were the party named as "Lessee" under the Prime Lease. Thus, for example, in the event that Sublessee fails to make timely payment of any monthly installment of rent when due and payable hereunder, or fails to perform or violates any of the other conditions, covenants or agreements herein made by Sublessee, the respective rights and remedies that might otherwise duties of Sublessor and Sublessee hereunder shall be available to tenants under California statutory determined by the Prime Lease, with the terms "Sublessor" substituted for the term "Lessor" or "Landlord" wherever those terms appear in said paragraphs and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of term "Sublessee" substituted for the term "Lessee" or "Tenant" wherever those waivers terms appear in favor of Sublandlordsaid Prime Lease.

Prime Lease. a. This Sublease is and shall be (a) Subtenant acknowledges that Subtenant's rights to the Demised Premises are subject to and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, those various covenants, conditions and agreements restrictions, easements and other matters of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to record affecting the Prime Lease, Demised Premises and other parts of the Shopping Center as fisted (b) Except as expressly provided herein, if Subtenant shall have the same obligations desires to Sublandlord take any action, and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease would require that Sublandlord obtain Prime Landlord's consent before undertaking any such action, Subtenant shall be construed not undertake the same without Prime Landlord's prior written consent, provided, that upon Subtenant's request, Sublandlord shall diligently and promptly use its reasonable efforts to mean the “Premises”; references obtain Prime Landlord's consent to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Leasesuch action. c. In (c) Sublandlord shall pay each installment of minimum rental and any other sum when the event of a conflict between same is due and payable under the terms of the Prime Lease and will duly observe and perform every term and condition of the terms Prime Lease to the extent that such term and condition is not provided in this Sublease to be observed or performed by Subtenant, except to the extent that any failure to so pay or to observe or perform shall have resulted, directly or indirectly, from any default by Subtenant hereunder (including, without limitation, the failure of Subtenant to pay any amount of the Minimum Monthly Rent or Additional Rent due hereunder). Sublandlord shall provide Subtenant with a copy of any notice given to Sublandlord by Prime Landlord under the Prime Lease, such notice to be delivered within two (2) business days after Sublandlord's receipt of such notice. Sublandlord will also give Subtenant a copy of any notice given by Sublandlord to Prime Landlord under the Prime Lease concurrently with the delivery of such notice to Prime Landlord. (d) At any time and from time to time, Subtenant may, but shall not be oblige to, make any payment or take any action necessary to cure a default by Sublandlord under the Lease provided Subtenant has notified Sublandlord in writing that Subtenant elects to cure default and within two (2) days after Sublandlord's receipt of such notice, with respect to a monetary default, and ten (10) days after Sublandlord's receipt of such notice, with respect to all other defaults, Sublandlord has not either cured such default or provided evidence reasonably acceptable to subtenant that such default will be cured before the expiration of the applicable cure period. In the event Subtenant elects to cure such default as permitted (e) Subtenant acknowledges that (i) except as expressly provided in this Sublease, Sublandlord (x) does not assume and shall not have any of the obligations or liabilities of the Prime Landlord under the Prime Lease and (y) is not making the representations or warranties, if any, made by the Prime Landlord in the Prime Lease, and (ii) Sublandlord's ability to satisfy certain of its duties and obligations under this Sublease are conditioned upon the full and timely performance of the Prime Landlord's obligations under the Prime Lease and Sublandlord is unwilling to accept any liability whatsoever to Subtenant or any diminution in its rights under this Sublease as between a consequence of Prime Landlord's failure to perform under the Prime Lease except to the extent Sublandlord's failure inhibits or prohibits the performance of Subtenant's obligations or rights hereunder. Notwithstanding the foregoing, if Prime Landlord defaults on the performance or observance of any of Prime Landlord's obligations under the Prime Lease, Sublandlord shall, at Sublandlord's election, (a) make demand of Prime Landlord to obtain performance of Prime Landlord's obligations (which performance shall be at Sublandlord's reasonable cost and expense), and if requested in writing by Subtenant, commence and prosecute legal proceedings (also at Sublandlord's cost and expense) in the name of Sublandlord or otherwise against Prime Landlord with counsel reasonably satisfactory to Subtenant and/or (b) assign to Subtenant all of Sublandlord's rights and benefits under the Prime Lease which are assignable under the Prime Lease or otherwise to enforce, at Subtenants reasonable cost and expense (subject however to reimbursement if Sublandlord is entitled to and obtains reimbursement therefor from Prime Landlord under the terms of the Sublease shall control Prime Lease), the obligations of Prime Landlord under the Prime Lease to the extent they are inconsistent necessary to cause Prime Landlord to cure such default. Notwithstanding clause (b) of the immediately preceding sentence, Subtenant shall not have the right to terminate the Prime Lease. Sublandlord and Subtenant agree to discuss such enforcement proceedings with one another, in good faith, but such proceeding shall be approved by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. Any amount of recovery obtained by Subtenant, if Subtenant enforces Sublandlord's rights under clause (b) of the first sentence of this subparagraph (e), shall be the property of Subtenant to the extent that such recovery pertains solely to the Demised Premises. (f) Sublandlord shall not modify the Prime Lease or consent to the modification or creation of any Permitted Exception in any respect which adversely affects Subtenant, this Sublease or the Demised Premises, or surrender the Prime Lease, without the prior written consent of Subtenant, which consent may be granted or withheld in Subtenant's reasonable discretion, and any such modification or surrender made without such consent shall be null and void and shall have no effect on the rights of Subtenant under this Sublease. Sublandlord agrees that if pursuant to the terms of the Prime Lease and their respective counterpart provisions in or otherwise, Sublandlord shall have the Prime Lease shall be excluded right to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner cancel or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and terminate the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein then Sublandlord shall only exercise such rights in accordance with, and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable only in any respectaccordance with, the validity, legality, or enforceability written direction of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be chargedSubtenant. f. (g) Subtenant acknowledges thathereby assumes and agrees to perform for the benefit of Sublandlord and Prime Landlord, each and every present and future obligation and duty of Sublandlord under the Prime LeaseLease and the Permitted Exceptions, Sublandlord has expressly waived certain rights and remedies that might otherwise be available as amended with respect to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers Demised Premises in favor of Sublandlord.accordance with subparagraph 2.2

Prime Lease. a. This Sublease is (a) All of the provisions of the Prime Lease are incorporated herein by reference with the exception of the Base Rent schedule, security deposit, early entry rights, terms regarding any allowances or tenant improvements, any term renewal options or rights of first refusal, and any rights to assign or sublease. (b) Sublessee acknowledges and agrees that it shall be subject obligated to comply with the provisions of the Prime Lease insofar as such provisions are applicable to the Subleased Premises and that this Sublease shall be subordinate to the terms and conditions of the Prime Lease. Sublessor shall be entitled to exercise all rights and remedies of Prime Landlord as set forth under the Prime Lease upon a default by Sublessee under this Sublease and/or under the provisions of the Prime Lease incorporated herein. (c) All capitalized terms not otherwise defined in this Sublease shall have the meanings set forth in the Prime Lease. (d) If Sublessee defaults in the payment of any rent under this Sublease including, without limitation, Basic Rent and any other Additional Rent hereunder, or otherwise defaults in its obligations hereunder or under the Prime Lease, any and all ground or underlying leases affecting if applicable, after the Building or giving of notice and the land underlying expiration of the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions cure period provided in Section 15(g) of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agreesSublease, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord then Sublessor shall have no obligation the right to obtain exercise against Sublessee all remedies as are available to Prime Landlord in the Prime Lease as if Sublessor, as the tenant, had defaulted thereunder. (e) Sublessor agrees to make rental payments required under the Prime Lease on a timely basis so as not to cause a default to occur under the Prime Lease. Sublessee shall not do or cause to be done or suffer or permit to be done any non-disturbance agreements from Landlord act or any mortgagees, beneficiaries thing which would constitute a default under the Prime Lease or lessors. If which would cause the Prime Lease or any ground lease terminates prior of Sublessor's rights under the Prime Lease to be cancelled, terminated, forfeited or prejudiced or which would render Sublessor liable for any liabilities, damages, losses, fines, claims, penalties, costs, expenses or other amounts under the Expiration Date, this Sublease Prime Lease. Sublessor shall also terminate on the date that not do or cause to be done or suffer or permit to be done any act or thing which would constitute a default under the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed which would cause the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to be cancelled, terminated, forfeited or prejudiced except as provided in the Prime Lease and with respect to all a Casualty or a Taking or would cause the Prime Lease to be amended in a manner which negatively affects Sublessee’s rights or materially increases Sublessee’s obligations under this Sublease or which would render Sublessee liable for any liabilities, damages, losses, fines, claims, penalties, costs or expenses under the Prime Lease (f) Sublessee shall tender performance of its obligations to Sublessor. (g) Although the terms, covenantsconditions, covenants and agreements of the Prime Lease. Subtenant Lease are incorporated as terms and agreements of this Sublease, Sublessor shall not be liable to Sublessee for performance or non-performance of obligations of Sublessor under this Sublease which are also the obligations of Prime Landlord under the Prime Lease (the “ Prime Landlord's Obligations”). At Sublessee’s request, Sublessor shall enforce the Prime Landlord’s obligations under the Prime Lease to the extent applicable to the Subleased Premises or assign to Sublessee the right to do so, if permissible under the Prime Lease. (h) Sublessee shall have no right, title or permit anything to be done ininterest in any right, claim or in connection with Subtenantcause of action that Sublessor may have against Prime Landlord by reason of Prime Landlord’s use default under or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements breach of the Prime Lease or by reason of Sublessor’s rights under the Prime Lease. Except , including without limitation, any rights pursuant to Section 4.6 (Books and Records) of the Original Prime Lease. (i) Sublessor agrees that it will not (i) amend or modify the Prime Lease without the prior written consent of Sublessee, which consent shall not be unreasonably withheld, conditioned or delayed so long as modified hereby, except for any the amendment or modification does not diminish the rights and privileges of Sublessee under this Sublease (including without limitation those provisions of this Sublease which conflict with are incorporated by reference from the Prime Lease) or impose greater duties and obligations on Sublessee under this Sublease, or (ii) agree to a termination of the Prime Lease (unless, in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c belowconnection therewith, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to Landlord accepts this Sublease as a direct lease between Prime Landlord and Sublessee or unless the “Tenant” has with respect to and against the “Landlord” termination is pursuant to the Prime Lease. In furtherance thereof, for purposes Sections 11 or 13 of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This A true and complete copy of the Prime Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit A. Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease is and shall be subject and subordinate to all of the terms and conditions contained in the Prime Lease as said terms and conditions affect the Subleased Premises, and all of the terms and conditions of the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Buildingexcept as otherwise set forth herein, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that are hereby incorporated into this Sublease is and shall be binding upon Subtenant with respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. This Sublease is also subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received amendments and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times supplements to the Prime Lease hereafter entered into between Prime Landlord and Sublandlord, provided that any such amendment or supplement to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s Lease which would materially and adversely affect the use or occupancy of, the Premises, which would violate any by Subtenant of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict Subleased Premises in accordance with the Prime Lease (in which case the provisions terms of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as increase the “Landlord” has with respect to financial obligations of Subtenant, or decrease Subtenant’s rights under this Sublease, shall not be deemed incorporated herein and against shall not be binding on Tenant or impact its rights hereunder without the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Leaseexpress prior written consent of Subtenant. In furtherance thereof, for For purposes of this Sublease, references in the Prime Lease to the “Term” shall mean the Term of this Sublease and references to the “Premises” in the Prime Lease shall be construed to mean the “Subleased Premises”; references to “Landlord” . Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease shall Lease, it will be construed to mean “Sublandlord”; references to “Tenant” adjusted by substituting the number of square feet of the Subleased Premises for the number of square feet of the Premises leased in the Prime Lease Lease. Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, and each party agrees to indemnify and hold the other harmless from and against all claims, demands or liabilities resulting from such party's breach, violation or nonperformance of any of its obligations under the Prime Lease, as incorporated herein. With the exceptions set forth herein, Subtenant shall be construed entitled to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any all of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than privileges of the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between tenant under the terms of the Prime Lease with respect to the Subleased Premises. Notwithstanding anything to the contrary in this Sublease, none of the provisions of the Prime Lease dealing with the following matters shall be applicable to Subtenant or be incorporated into this Sublease: (i) tenant improvements allowances, (ii) extensions of the term of the Prime Lease, (iii) rights of first refusals or options (iv) parking allocations (but Subtenant shall benefit from the allocations and associated rights set forth in this Sublease), and (v) any other matters that, in context, should not apply to the terms of this Sublease. Specifically, as between Sublandlord and Subtenant, but without limiting the terms generality of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In additionforegoing, the following sections and exhibits provisions of the Prime Lease shall not apply be incorporated into this Sublease: Sections 9.3, 29.1(but such section shall be incorporated as it relates to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”the liability of Prime Landlord), Section 8 (“Brokers”)32.4, 51, 54, 55, 56, and Exhibit “C” (“Work Letter”). d. 57. Sublandlord represents and warrants to Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) that, as of the Prime Lease. A Certified Access Specialist date hereof, to the actual knowledge of Sublandlord, (CASpi) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime LeaseLease is in full force and effect, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions (ii) Sublandlord has neither given nor received a notice of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, present default under the Prime Lease, and (iii) Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights is not aware of any present default under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of SublandlordPrime Lease.

Prime Lease. a. This Sublease is Except as may be inconsistent with the terms of this Sublease, all terms, covenants, conditions, provisions and agreements of the Prime Lease shall be subject applicable to this Agreement with the same force and subordinate to effect as if Angeion were the Landlord and Subtenant were the Tenant under the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is shall keep and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all perform promptly each of the terms, covenants, conditions, provisions and agreements of the Tenant under the Prime Lease, except for those provisions which, under the terms of this Sublease, Angeion is to keep or perform. A default by Subtenant under the terms of the Prime Lease shall constitute a default by Subtenant under the terms of this Sublease. Notwithstanding anything in this Sublease to the contrary, the only services or rights to which Subtenant is entitled pursuant to this Sublease are those to which Angeion is entitled under the Prime Lease, and for all such services and rights, Subtenant will look to Prime Landlord and Angeion hereby authorizes Subtenant to communicate directly with Prime Landlord regarding the same, provided, however, that Subtenant will provide Angeion with (a) a copy of any written notice Subtenant provides to Prime Landlord or which Prime Landlord provides to Subtenant, and (b) notice of any unwritten communication to or with Prime Landlord, each of which shall be provided no later than 24 hours following such notice to or communication to or with Prime Landlord. Subtenant represents that it has read and is familiar with the terms of the Prime Lease. Subtenant shall not do or permit anything In the event (i) Prime Landlord requires Angeion to be done in, or in connection with make application on Subtenant’s behalf with respect to any matter regarding the Prime Lease and (ii) Angeion is provided with written notice of such requirement, Angeion shall use or occupancy ofcommercially reasonable efforts, at Subtenant’s expense, to make any such application. Angeion shall also use commercially reasonable efforts, at Subtenant’s expense, to join in any effort of Subtenant to enforce the Premises, which would violate any of the terms, covenants, or agreements terms of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with Lease against Prime Landlord to the extent the Prime Landlord is not performing an obligation under the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations Prime Landlord is obligated to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” perform pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references the event Prime Landlord fails or refuses to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant comply with any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and affecting the terms of this Sublease, as between Sublandlord and Subleased Premises or the use or occupancy thereof by Subtenant, the terms of the Sublease shall control Subtenant may, to the extent they are inconsistent with permitted by applicable law, in its own name (and, if necessary, in the name of Angeion provided that Angeion has consented to the same, which consent Angeion will not unreasonably withhold or delay) compel performance by Prime Landlord of Prime Landlord’s obligations under the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease, and Angeion shall reasonably cooperate with Subtenant in connection therewith. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenantAngeion shall, if requested in writing by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspectionSubtenant, the payment of the fee for the CASp inspectioncommence legal proceedings, and the cost of making any repairs necessary with counsel reasonably acceptable to correct violations of construction-related accessibility standards within the premises. e. This SubleaseSubtenant, together with the exhibits attached hereto and the against Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held Landlord to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party compel Prime Landlord to be charged. f. Subtenant acknowledges that, perform under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees shall reimburse Angeion for all reasonable costs, including reasonable attorneys’ fees, that its rights Angeion incurs, if (i) Angeion commences legal proceedings for the benefit of Subtenant under this Sublease; or (ii) Angeion commences any legal proceeding in the Sublease are expressly subject to such waivers and that Subtenant is hereby making each name of those waivers in favor of SublandlordAngeion.

Prime Lease. a. This (a) A true copy of the Prime Lease is attached hereto as Exhibit C. For purposes of this Sublease, the term "Prime Lease" shall include the lease amendments contained in the Consent to Sublease is dated as of February 10, 2000 among Prime Landlord, Sublandlord and Subtenant (the "Consent to Sublease"). Where not expressly inconsistent with the terms hereof, this Sublease shall be subject and subordinate to all of the terms and conditions contained in the Prime Lease as said terms and conditions affect the Subleased Premises, and all of the terms and conditions of the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Buildingexcept as otherwise set forth herein, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that are hereby incorporated into this Sublease is and shall be subject binding upon Subtenant and subordinate Sublandlord with respect to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior Subleased Premises to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. same extent as if Subtenant acknowledges that it has received were named as tenant and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times Sublandlord to the Prime Lease and to all of the terms, covenants, and agreements of same extent as if Sublandlord were named as landlord under the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for For purposes of this Sublease, references in the Prime Lease to the “"Term" shall mean the Term of this Sublease and references to the "Demised Premises” " in the Prime Lease shall be construed to mean the “Subleased Premises”; references . Upon the expiration or earlier termination of the Prime Lease, this Sublease and Subtenant's right to “Landlord” use and occupy the Subleased Premises shall immediately terminate. Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease shall Lease, it will be construed to mean “Sublandlord”; references to “Tenant” in adjusted by substituting the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any number of square feet of the rights and remedies granted to Landlord pursuant to Subleased Premises for the Prime Lease. Nothing number of square feet of the Demised Premises leased in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. Sublessor represents that a true and complete copy of ----------- the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is and shall be subject and subordinate to the Prime Lease, any all of the terms and conditions thereof and the performance by Prime Lessor of all ground or underlying leases affecting the Building or the land underlying the Buildingof its obligations thereunder, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documentsextent approved by Sublessee, which is reasonably requested by Sublandlord or Landlord or any applicable lessorapproval will not be unreasonably withheld, mortgagee or beneficiary all amendments and supplements hereafter entered into. All terms contained in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the date that the Prime Lease Subleased Premises any act or omission which violates any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements term or condition of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, In the Premises, which would violate any event of the termstermination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, covenants, or agreements then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except specifically exempted as provided below in Paragraph 14.c belowthis Xxxxxxxxx 0, Sublandlord Xxxxxxxxx shall have assume, perform and observe all of the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, of Sublessor as the “Landlord” has with respect to and against the “Tenant” pursuant to Tenant under the Prime Lease, to the extent that such terms and Subtenant shall have conditions are applicable to the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as Subleased Premises, including without limitation thereto payment (or in the “Tenant” has with respect to and against case of payment in the “Landlord” pursuant to first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease. In furtherance thereofSublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for purposes Sublessor's compliance as Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, references Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the “following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises” , to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be construed and hereby are conferred upon and assigned to mean the “Premises”; references to “Landlord” in the Prime Lease Sublessee. Sublessee shall be construed subrogated to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the such rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with that the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease same shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged hereinSubleased Premises. If any provisions such action against Prime Lessor in Sublessee's name shall be barred by reason of this Sublease are held lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to be invalid take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or unenforceable in damage which Sublessor may incur or suffer by reason of any respectsuch action, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each copies of those waivers in favor all papers, and notices of Sublandlordall proceedings, shall be given to Sublessor.

Prime Lease. a. This Sublease Sub-Landlord represents that a true and complete copy of the Prime Lease is attached hereto as Exhibit B and such Prime Lease has not been further amended or modified and remains in full force and effect. All terms, covenants and conditions of the Prime Lease are incorporated herein by reference, with the same force and effect as if set forth at length herein, and shall be subject binding upon both Sub-Landlord and subordinate to the Prime Lease, any Sub-Tenant. This sublease and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the rights of Sub-Tenant hereunder with respect to the Premises are subject to the terms, covenants, conditions and agreements provisions of the Prime Lease. Subtenant Sub-Tenant hereby assumes and agrees to perform faithfully and be bound by all of Sub-Landlord's obligations, covenants, agreements and liabilities under the Prime Lease (except that Sub-Tenant shall not be obligated to pay any Base Rent or Additional Rent under Sections 1 or 2 of the Prime Lease); provided, however in no event shall Sub-Tenant be responsible for the restoration of the Premises to any condition other than the condition same is on Sublease Commencement date; normal wear and tear and damage and/or loss by casualty or condemnation excepted.. (A) Without limitation of the foregoing: (i) Sub-Tenant shall not make any changes, alterations or additions in or to the Premises except as otherwise expressly provided herein; (ii) If Sub-Tenant desires to take any other action and the Prime Lease would require that Sub-Landlord obtain the consent of Landlord before undertaking any action of the same kind, Sub-Tenant shall not undertake the same without the prior written consent of Sub-Landlord. Sub-Landlord may condition its consent on the consent of Landlord being obtained and may require Sub-Tenant to contact Landlord directly for such consent; provided, however, where consent is so required, Sub-Landlord will not unreasonably withhold, condition, or delay its consent, and Sub-Landlord will reasonably assist Sub-Tenant in pursuing such consent from the Landlord. (iii) Sub-Landlord shall have all other rights, and all privileges, options, reservations and remedies, granted or allowed to, or held by, Landlord under the Prime Lease; and Sub-Tenant shall be entitled to all of Sub-Landlord's rights and benefits as "Tenant" under the Prime Lease, except as otherwise stated herein. (iv) Sub-Tenant shall not do anything or suffer or permit anything to be done inwhich could result in a default under the Prime Lease or permit the Prime Lease to be cancelled or terminated. (v) Sub-Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Sublease or any interest of Sub-Tenant in this Sublease, by operation of law or otherwise, or in connection with Subtenant’s permit the use of the Premises or occupancy ofany part thereof by any persons other than Sub-Tenant and Sub-Tenant's employees, or sublet the Premises or any part thereof, (vi) Neither rental nor other payments hereunder shall xxxxx by reason of any damage to or destruction of the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant premises subject to the Prime Lease, or the Building or any part thereof, unless, and Subtenant shall have then only to the same obligations to Sublandlord extent that, rental and rights against Sublandlord such other payments actually xxxxx under the Prime Lease with respect to the Premises on account of such event. (vii) In the event of any conflict between the terms, conditions and provisions of the Prime Lease and of this Sublease, the terms, conditions and provisions of this Sublease as the “Tenant” has shall, in all instances, govern and control; with respect to Sub-Tenant's and against Sub-Landlord's relationship hereunder. Notwithstanding anything contained herein to the “contrary, Sub-Tenant shall not be responsible for any of Sub-Landlord” pursuant 's financial or other obligations arising before the Sublease Term, except as otherwise stated herein. (B) It is expressly understood and agreed that Sub-Landlord does not assume and shall not have any of the obligations or liabilities of Landlord under the Prime Lease and that Sub-Landlord is not making the representations or warranties, if any, made by Landlord in the Prime Lease. With respect to work, services, repairs and restoration or the performance of other obligations required of Landlord under the Prime Lease, Sub-Landlord's sole obligation with respect thereto shall be to request the same, upon written request from Sub-Tenant, and to use reasonable efforts to obtain the same from Landlord. Sub-Landlord shall not be liable in damages, nor shall rent xxxxx hereunder, for or on account of any failure by Landlord to perform the obligations and duties imposed on it under the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this SubleaseSub-Landlord is entitled to any abatement, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legalityoffset, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, like under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise shall be available entitled to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject same as to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlordthis Sublease.

Prime Lease. a. 2.1 This Sublease and Sublessee's use of the Sublet Premises is and shall be subject and subordinate to the Prime Leaseand, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times shall be, subject and subordinate, in all respects, to the Prime Lease terms and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements conditions of the Prime Lease. Except as modified herebyotherwise specifically provided herein, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” Sublet Premises are hereby leased pursuant to the Prime Lease, terms and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms conditions of the Prime Lease and Sublessee hereby covenants and agrees to keep and perform each and every covenant, term and condition of Sublessor under the terms of this SubleasePrime Lease, as between Sublandlord and Subtenant, the terms of the Sublease shall control which relate to the extent they are inconsistent with Sublet Premises, except for the terms payment of base rent as set forth in Section 3(a) and (b) of the Prime Lease Lease. Sublessee hereby covenants and their respective counterpart provisions in agrees not to take or cause any act to be taken that will constitute a default under the Prime Lease. Sublessor shall have all the rights and benefits of the Landlord under the Prime Lease as the same relates to the Sublet Premises and Sublessee and Sublessee shall have all the rights, benefits and obligations of the of Sublessor, as tenant tinder the Prime Lease as same relates to the Sublet Premises. Any consent or approval relating to the Sublet Premises required of Landlord under Prime Lease shall also require the consent or approval of Sublessor, which consent or approval of Sublessor shall, except as otherwise provided herein, not be excluded to such extent. In additionunreasonably withheld or delayed. 2.2 Notwithstanding any contrary provision contained herein, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”)and, Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)Sublessee shall have no rights or obligations thereunder. d. Subtenant also acknowledges and has read the provision 2.3 Sub shall look solely to Landlord for performance of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, obligations and the cost rendition of making any repairs necessary to correct violations all services which are the obligations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, Landlord under the Prime LeaseLease and Sublessor shall not be responsible therefor. Failure by Landlord to furnish any services or any cessation thereof, Sublandlord has expressly waived certain rights and remedies that might otherwise shall not render Sublessor liable in any respect for damages to either person or property, nor be available construed as an eviction of Sublessee, nor entitle Sublessee to tenants under California statutory and common law. Subtenant agrees that its rights under an abatement of the Sublease are expressly subject to such waivers and that Subtenant is hereby making each Rent (defined below) payable hereunder, nor relieve Sublessee from fulfillment of those waivers in favor of Sublandlordany covenant or agreement hereof.

Prime Lease. a. This Sublease (a) Sublessee hereby acknowledges that is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds has reviewed a copy of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to a copy of which is attached hereto as Exhibit “B” (which by this reference is made apart hereof), and is fully familiar with the Expiration Dateprovisions thereof. During the Term, this Sublease Sublessee shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received perform, observe, comply with and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are be subject and subordinate at all times to the Prime Lease and to to, all of the terms, covenants, and agreements conditions of the Prime Lease on the part of the “Tenant” therein named to be performed with respect to the Subleased Premises, and all of the terms, covenants and conditions of the Prime Lease and are hereby incorporated herein by reference with the same force and effect as if herein set forth in full except (a) to the extent that the same are expressly modified by the terms of this Agreement and (b) Sublessee shall have no right to terminate this Sublease under Exhibit F, Section 2 of the Prime Lease, no right to Sublessor’s right of first offer under Exhibit F, Section 3 of the Prime Lease and no right to extend this lease under Article 39 of the Prime Lease. Subtenant Sublessee shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, result in a default under or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with cause the Prime Lease (in which case to be terminated or forfeited. Wherever the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the terms “Tenant,” pursuant to “this Lease” and “Premises” occur in the Prime Lease, and Subtenant shall have the same obligations shall be deemed to Sublandlord refer to Sublessee, this Agreement and rights against Sublandlord with the Subleased Premises, respectively, herein). (b) With respect to this Sublease the Subleased Premises, Sublessee shall be entitled to exercise and to receive from Landlord the same rights as the “Tenant” has with respect to and against the “Landlord” pursuant to Sublessor is entitled, as such tenant, under the Prime Lease. In furtherance thereof; provided, for purposes of this Subleasehowever, references in no event shall Sublessee ever be entitled to (i) modify or terminate the “Premises” in Prime Lease; (ii) exercise any rights under the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed which would or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable could in any respect, the validity, legalityway increase Sublessor’s obligations or liability, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges thatdecrease Sublessor’s rights, under the Prime Lease, Sublandlord without first obtaining Sublessor’s written consent (which may be given or withheld in Sublessor’s sole discretion); (iii) receive any abatement or allowance (regardless of whether or not the same are received or paid under the Prime Lease); and/or (iv) receive any reimbursements, credits or payments by Landlord under the Prime Lease which are not exclusively attributable to actual payments made by Sublessee during Sublessee’s period of occupancy during the Term (including, without limitation, the Security Deposit). To the extent Landlord fails or refuses to perform its obligations under the Prime Lease, or Landlord breaches or has expressly waived certain rights breached any of its representations, warranties or covenants under the Prime Lease or Sublessor breaches or has breached any of it representations, warranties or covenants under the Sublease, Sublessor shall not be obligated to perform such obligations and remedies that might otherwise shall not be available liable or responsible for such breaches. (c) Notwithstanding anything contained in this Agreement to tenants the contrary, if there exists a breach by Sublessor of any of its obligations under California statutory this Agreement, caused directly by Landlord under its obligations of the Prime Lease, then, and common law. Subtenant in any such event, Sublessee’s sole remedy against Sublessor shall be the right to pursue a claim in the name of Sublessor against Landlord (provided Sublessee has first obtained Sublessor’s written consent, which consent shall not be unreasonably withheld or delayed, and has also provided Sublessor with written notice and 30 days to cure such default), and Sublessor agrees that its rights under it will cooperate with Sublessee in the pursuit of such claim provided, however, that (i) such claim shall be prosecuted at Sublessee’s sole cost and expense (and without cost or expense to Sublessor); (ii) Sublessee shall indemnify and hold harmless Sublessor from any and all costs, expenses, claims, and liabilities (including, without limitation, reasonable attorney’s fees) which may arise out of or relate to such claim; (iii) Sublessee shall not have any claim against Sublessor by reason of the Landlord’s failure or refusal to comply with any of the covenants, terms and obligations of the Sublease are expressly or Prime Lease; (iv) this Sublease shall remain in full force and effect during the Term (subject to the provisions hereof) as long as the Prime Lease is in full force and effect, notwithstanding the Sublessor or Landlord’s failure or refusal to comply with such waivers covenants, terms and obligations of the Prime Lease; and (v) Sublessee shall pay all Basic Rent and Additional Rent provided for herein without notice, demand abatement, reduction or setoff whatsoever. (d) In all provisions of the Prime Lease or this Agreement requiring the approval or consent of the “Landlord” or “Sublessor,” Sublessee shall be required to obtain the approval or consent of the Landlord, Sublessor; in all provisions of the Prime Lease or Sublease requiring that Subtenant is hereby notice be given to the “Landlord” or “Sublessor,” Sublessee shall be required to give notice to the Landlord and Sublessor; and in all provisions of the Prime Lease or Sublease requiring “Tenant” to pay the costs and expenses of the “Landlord” or “Sublessor,” Sublessee shall be required to pay the costs and expenses of the Sublessor. With respect to the time limits provided in the Prime Lease for the giving of notice, making demands, performance of any act, condition or covenants, or the exercise of any right, remedy or option, are changed for the purpose of this Agreement, by lengthening or shortening the same in each of those waivers instance by three (3) days, as appropriate, so that notices may be given, demands made, or any act, condition or covenants performed, or any right, remedy or option exercised, by Landlord, Sublessor or Sublessee, as the case may be and each party covenants that it will do so within the time limit relating thereto contained in favor of Sublandlordthe Prime Lease or Sublease.

Prime Lease. a. This Notwithstanding anything to the contrary herein, this Sublease is and all of Subtenant’s rights hereunder are and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building Lease and to all renewalsmortgages, modifications, consolidations, replacements leases and extensions of any such leases, mortgages other documents to which the Prime Lease is or may hereafter become subject and deeds of trust (collectively, the “Documents”)subordinate. The provisions of this paragraph This clause shall be self-operative and shall require no further consent or agreement by Subtenantoperative. Subtenant agreesshall, howeverupon request of Sublandlord, to execute within five (5) days after delivery any consent or agreement to confirm that all certificates, reasonably requested, in confirmation of such subordination. Notwithstanding anything in this Sublease is and shall be subject and subordinate to the Documentscontrary, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord all rights and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references benefits afforded to “Tenant” in the Prime Lease shall be construed and all rights and benefits afforded to mean “Subtenant”, and references to “Monthly Basic Rent” Subtenant in the Prime Lease shall be construed to mean “Base Rent”Landlord Consent. Sublandlord may enforce directly against Subtenant shall use all efforts to ensure that Prime Landlord performs any obligation of the rights and remedies granted to Prime Landlord pursuant to under the Prime Lease. Nothing in Sublandlord agrees that it will not, by its act or omission to act, cause a default under the Prime Lease. In order to afford to Subtenant the benefits of this Sublease and of those provisions of the Prime Lease which by their nature are intended to benefit the party in possession of the Subleased Premises: (a) Sublandlord shall be construed or interpreted pay, when and as due, all base rent, additional rent and other charges payable by Sublandlord to grant any greater rights than Prime Landlord under the Prime Lease; (b) Sublandlord has received shall perform its covenants and obligations under the Prime Lease which do not require for their performance possession of the Subleased Premises. For example, Sublandlord shall at all times keep in full force and effect all insurance required of Sublandlord as Tenant from Landlord pursuant to under the Prime Lease. c. In (c) Sublandlord shall not agree to an amendment, termination or other modification to the event Prime Lease, unless Sublandlord shall first obtain Subtenant’s prior written approval thereof (which Subtenant may withhold in its sole and absolute discretion). (d) Sublandlord hereby grants to Subtenant the right to receive all of a conflict between the terms of services and benefits with respect to the Subleased Premises which are to be provided by Prime Landlord under the Prime Lease. Subtenant may deal directly with Prime Landlord with respect to such services and benefits. Sublandlord agrees that it will, upon notice from Subtenant, make demand upon Prime Landlord to perform its obligations under the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control will take appropriate actions to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of enforce the Prime Lease. A Certified Access Specialist (CASp) can inspect Further, Subtenant shall be entitled to the subject premises and determine whether the subject premises comply with all benefit of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection provisions of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested Primary Lease with respect to Default by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premisesLandlord. e. This Sublease(e) Subtenant and Sublandlord acknowledge and agree that, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If notwithstanding any provisions provision of this Sublease are held or the Prime Lease to be invalid or unenforceable in any respectthe contrary, the validity, legality, or enforceability of the remaining provisions of this Sublease Subtenant shall remain unaffected. This Sublease may not be modified liable for the performance of any obligations hereunder or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights except for those obligations which relate specifically to the Subleased Premises and remedies that might otherwise be available to tenants under California statutory arise from and common lawafter the Effective Date. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of SublandlordIN NO EVENT SHALL SUBLESSEE BE OBLIGATED TO PAY UNDER THIS SUBLEASE ANY RENT OR ADDITIONAL RENT OR COSTS, CHARGES OR EXPENSES FOR UTILITIES AND SERVICES FOR THE SUBLEASED PREMISES PRIOR TO THE EFFECTIVE DATE, FOR OTHER PORTIONS OF THE PREMISES OR IN EXCESS OF THE AMOUNT OF RENT PAYABLE PURSUANT TO THIS SUBLEASE.

Prime Lease. a. This Sublease Tenant recognizes and acknowledges the existence of the Prime Lease and that this Lease is and shall be subject and subordinate to a sublease of a portion of Landlord’s leasehold estate created by the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions termination of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease for any reason whatsoever, other than the default of Landlord, shall never constitute a default by Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the payment of any ground lease terminates prior rent or other sums due by Tenant hereunder. Tenant further agrees that this Lease is subject to all of the Expiration Date, this Sublease shall also terminate on the date that terms and provisions of the Prime Lease or any such ground lease terminates. b. Subtenant and hereby agrees to be bound by provisions thereof, including but not limited to the provisions relating to employment and non-discrimination and other provisions of which Landlord has made Tenant aware in writing. By execution hereof, Tenant hereby acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at a copy of all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease relating to employment and non-discrimination all as set forth on Exhibit C attached hereto. Provided, however, that the terms execution of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease Lease by Landlord shall control never be construed to the extent they are inconsistent with the terms of be an approval hereof by the Prime Lease and their respective counterpart provisions in Lessor, it being understood that the Prime Lease Lessor cannot be bound by any act or omission of Landlord. If Prime Lessor shall be excluded to such extent. In additionrequest a modification of this Lease, the following sections and exhibits of the Prime Lease Tenant shall not apply unreasonably withhold or delay its consent to a modification which does not materially adversely affect Tenant’s rights and privileges hereunder or impose material burdens on Tenant. Landlord shall reasonably cooperate with Tenant in connection with any approval of Prime Lessor required for the construction of any Alterations by Tenant pursuant to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)Lease. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is and shall be subject and subordinate to Except for the Prime Leaseprovisions, any and all ground or underlying leases affecting the Building or the land underlying the Buildingexceptions, and any conditions set forth herein, all covenants, terms and all mortgages or deeds conditions of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received be binding upon Sublessor and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject Sublessee and subordinate at all times to the Prime Lease their successors and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or assigns in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Leasetheir respective capacities. Except as modified herebyotherwise provided herein, except for any provisions it is the intent of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord parties that such terms and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” conditions binding Landlord in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” bind Sublessor herein, and those binding Tenant in the Prime Lease shall be construed bind Sublessee herein. Sublessor represents and warrants that a true, correct, and complete copy of the Prime Lease is attached hereto as Exhibit "B". Capitalized terms not otherwise defined in this Sublease shall have the meaning assigned to mean “Sublandlord”; references to “Tenant” them in the Prime Lease shall be construed to mean “Subtenant”Lease. b. Sublessor covenants and agrees that Sublessor will duly and faithfully perform each of its obligations, duties and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to liabilities under the Prime Lease. Nothing in Sublessor hereby covenants and agrees it will deliver to Sublessee, within forty-eight (48) hours after its receipt thereof, copies of any and all notices or other correspondence received by Sublessor from Landlord that might affect Sublessee's rights under this Sublease shall be construed or interpreted its occupancy and use of the Subleased Premises in any manner, including, but not limited, to grant any greater rights than changes to the Sublandlord has received as Tenant from Landlord pursuant to terms and conditions of the Prime Lease. c. In the event of a conflict between Sublessee covenants and agrees that it will not do anything which would breach the terms of the Prime Lease or cause Sublessor to be in default thereunder. Sublessee covenants and the terms 2 agrees to deliver to Sublessor, within forty-eight (48) hours after Sublessee's receipt thereof, copies of this Sublease, as between Sublandlord any and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions all notices or other correspondence received by Sublessee from Landlord that might affect Sublessor in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”)any manner. d. Subtenant also acknowledges Sublessee shall be entitled to the use and has read benefit of all of the provision of Section 11.4 (“Accessibility Disclosure”) of services and amenities applicable to the Subleased Premises that Landlord is obligated to provide to Sublessor under the Prime Lease. A Certified Access Specialist (CASp) can inspect If at any time during the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions term of this Sublease are held Sublessor becomes entitled to be invalid any reduction or unenforceable in any respect, the validity, legality, or enforceability abatement of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, rentals due under the Prime LeaseLease with respect to the Subleased Premises, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants Sublessee shall receive a corresponding reduction or abatement of its rental obligations under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlordthis Sublease.

Prime Lease. a. This Sublease is and shall be in all respects subject and subordinate to the Prime Lease, any terms and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds conditions of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of matters to which the Prime Lease, including any amendments thereto, is or shall be subordinate. Subtenant shall Sublessee agrees that Sublessee has reviewed and is familiar with the Prime Lease, and will not do or suffer or permit anything to be done inwhich would result in a default or breach (whether or not subject to notice or grace periods) on the part of Sublessor under the Prime Lease or cause the Prime Lease to be terminated. If, or in connection with Subtenant’s use or occupancy ofhowever, the PremisesPrime Lease is terminated prior to its scheduled expiration, which would violate for any reason whatever, this Sublease shall likewise terminate without further notice, and, except as otherwise set forth herein, without further obligation or liability on the part of the parties. b. Except as otherwise expressly provided in this Sublease, the terms, covenants, or conditions, rights, obligations, remedies and agreements of the Prime Lease. Except as modified hereby, except for any provisions of Lease are incorporated into this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease by reference and made a part hereof as if fully set forth herein and shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and constitute the terms of this Sublease, as between Sublandlord mutatis mutandis, Sublessor being substituted for “Landlord” thereunder, Sublessee being substituted for “Tenant” thereunder, and Subtenant“Subleased Premises” being substituted for “Premises” thereunder, except to the extent that such terms do not relate to the Subleased Premises or Sublessee’s use thereof, or are inapplicable to, or superseded by the terms of this Sublease; except that all references in the Sublease shall control to the extent they are inconsistent with the terms following sections and/or provisions of the Prime Lease to “Landlord”, ‘Tenant”, “Lease”, and their respective counterpart provisions “Premises”, respectively, shall be deemed to refer to “Landlord”, “Sublessee”, this “Sublease” and the “Subleased Premises”, respectively (i.e., it is the intention of the parties that Landlord shall retain all of its rights and obligations under such sections and/or provisions; that Sublessor shall not be entitled to exercise any of Landlord’s rights, nor shall be bound by any of Landlord’s obligations, under such sections and/or provisions; and that Sublessee shall be entitled to exercise all of Sublessor’s rights, and shall be bound by all of Sublessor’s obligations, under such sections and/or provisions): Section 2.3 (Landlord’s Reservations); Section 4.3 (Construction Requirements for Alterations), except the term “Tenant’s Work” shall refer to work performed by Sublessee under this Sublease and the term “Initial Leasehold Improvements” and the parenthetical “(except as otherwise provided in the Prime Lease shall be excluded Work Letter with respect to such extent. In addition, the following sections Initial Leasehold Improvements)” are hereby specifically not incorporated in this Sublease; Section 5.1 (Maintenance of Building and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord Common Areas by Landlord); Section 5.6 (Landlord’s Responsibilities regarding Hazardous Materials); Section 7.4 (Landlord’s Insurance); Section 10.1 (Subordination); and Subtenant: Section 2.2 12.10 (“Option to Extend”Ground Lease), Section 8 (except the term “Brokers”), Tenant” as used in this section shall continue to refer to Sublessor and Exhibit “C” (“Work Letter”)not Sublessee. d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is and shall be subject and subordinate to that certain Lease Agreement between WE 300 Xxxxxx Xxxxxx, L.L.C. (“Landlord”) and Tenant dated as of May 1, 2006, as amended (the “Prime Lease”), any and all ground or underlying leases affecting provided that Sublandlord will obtain a non-disturbance agreement from Landlord upon the Building or execution of this Sublease. Notwithstanding anything to the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectivelycontrary contained herein, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm parties agree that this Sublease is and shall only be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If provisions of the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have extent the same obligations to Subtenant and rights against Subtenant with respect to are expressly incorporated into this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms and conditions of the Prime Lease and this Sublease, this Sublease shall control. The following provisions shall apply relating to the terms Prime Lease: (a) In any case where the Sublandlord reserves the right to enter the Premises, said right shall inure to the benefit of the Landlord as well as to Sublandlord. (b) With respect to work, services, repairs, replacements and restoration or the performance of other obligations required of the Sublandlord under this Sublease, which work, services, repairs, replacements or restoration is the obligation of Landlord under the Prime Lease (as incorporated in Section 10 of this Sublease), as between Sublandlord and Sublandlord's sole obligation, with respect thereto, shall be to request the same, on request in writing by Subtenant, and to use reasonable efforts to obtain the terms of same from Landlord. In the Sublease event that Sublandlord does not request any such services, repairs, replacements or restoration itself, Subtenant shall control have the right to request the same directly from Landlord, and, to the extent they are inconsistent that Sublandlord does not bring any proceedings to enforce the same itself, to conduct such proceedings (in court or elsewhere), as may be required, to obtain from Landlord any such work, services, repairs, replacements, and restoration or the performance of such obligations; such proceedings may be, at Sublandlord's option, in its own name or in Sublandlord's name, and Sublandlord agrees to cooperate with the terms Subtenant in connection therewith and to execute such documents as may be required in connection therewith; Subtenant agrees to reimburse Sublandlord for any reasonable legal or other expenses incurred by Sublandlord in any such court or other proceeding. (c) Except for those Sections of the Prime Lease that are expressly incorporated into this Sublease, the remaining Sections of the Prime Lease are excluded from and their respective counterpart provisions do not apply with respect this Sublease. In addition, Sublandlord hereby represents, covenants, and agrees to the following to Subtenant regarding the Prime Lease: (i) The expiration date of the Prime Lease is April 30, 2032. (ii) To the best of Sublandlord’s knowledge, Landlord is not in default under the Prime Lease. (iii) As of the Commencement Date, Sublandlord shall not be in default under the Prime Lease and the Prime Lease shall be excluded to such extent. In addition, the following sections in full force and exhibits of the Prime Lease effect. (iv) Sublandlord shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of breach the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease(v) Other than the consent of Landlord, together with no other consents to the exhibits attached hereto execution, effectiveness and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions delivery of this Sublease are held to be invalid required. (vi) There are no terms or unenforceable conditions in any respectthe Prime Lease which (A) have not been incorporated into this Sublease and (B) could (1) have a material adverse effect on Subtenant, the validity, legality, Subtenant’s use or enforceability enjoyment of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain Premises and/or Subtenant’s rights and remedies that might otherwise be available under this Sublease, (2) cause Tenant to tenants under California statutory incur out-of-pocket costs or expenses, and/or (3) expand Subtenant’s obligations beyond those expressly set forth in this Sublease. (vii) The roof of the Building is in good condition, leak-free and common law. Subtenant agrees that its rights under the Sublease Building structure, and doors and windows of the Building and the Premises, are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlordgood working order.

Prime Lease. a. This 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is the tenant under the Prime Lease and has the full right to enter into this Sublease (subject, however, to the Prime Lessor Consent); (ii) the Prime Lease is in full force and shall be subject effect; (iii) Sublessor has not received from Prime Lessor any written notice of any default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime Lessor written notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, and, to the best of Sublessor’s knowledge, no event or circumstance has occurred that, with notice or passage of time, could constitute such a default; (iv) Sublessor has submitted to Sublessee a true and subordinate to complete copy of the Prime Lease, any and a copy of which is attached hereto as Exhibit B, including all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewalsamendments, modifications, consolidationsextension notices, replacements consents, and extensions of any such leasessubordination, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance and attornment agreements from Landlord related thereto; and (v) no pending dispute or any mortgageesclaim has been asserted between Sublessor and Prime Lessor, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior Sublessor does not now intend to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or assert any such ground lease terminates. b. Subtenant claim, and Sublessor knows of no basis to do so. Sublessee warrants and acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information)and is satisfied with the arrangements therein reflected. Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to Sublessee agrees that Sublessee is satisfied with the Prime Lease and to all present condition of the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate Sublessee takes “as is” without any representation or warranty by Sublessor regarding the condition of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease Premises (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided herein and except that the Premises shall be delivered to Sublessee vacant (except for the FF&E) and in Paragraph 14.c belowbroom clean and good condition, Sublandlord shall have free and clear of any debris) and the same obligations fitness of the Premises for any particular use and without any obligation of any kind on Sublessor to Subtenant make any repairs or improvements thereto in connection with Sublessee’s occupancy and rights against Subtenant with respect Sublessee’s ability to use the Premises on the terms herein set forth. 2.2.2 The Prime Lease is by this Subleasereference incorporated into and made a part hereof, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, except that (i) all references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord”, “Tenant”, “Lease” and “Premises” shall be deemed to refer to Sublessor, Sublessee, this Sublease and the Premises subleased hereunder, except that all references in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms following sections and/or provisions of the Prime Lease to “Landlord”, “Tenant”, “Lease”, and “Premises”, respectively, shall be deemed to refer to “Prime Lessor”, “Sublessee”, this “Sublease” and the terms of this Sublease“Premises subleased hereunder”, as between Sublandlord and Subtenantrespectively (i.e., it is the terms intention of the Sublease parties that Prime Lessor shall control retain all of its rights and obligations under such sections and/or provisions; that Sublessor shall not be entitled to the extent they are inconsistent with the terms exercise any of the Prime Lease and their respective counterpart provisions in the Prime Lease Lessor’s rights, nor shall be excluded bound by any of Prime Lessor’s obligations, under such sections and/or provisions; and that Sublessee shall be entitled to such extent. In addition, the following sections and exhibits exercise all of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”)Tenant’s rights, and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with shall be bound by all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges thatTenant’s obligations, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.sections and/or provisions):

Prime Lease. a. This Sublease Tenant acknowledges that this Lease is and shall be subject and subordinate to the Prime Lease; provided, however, that Landlord shall deliver to Tenant a Consent, Estoppel and Non-Disturbance Agreement in a form reasonably acceptable to Tenant (the "Prime Landlord Non-Disturbance Agreement") executed by Landlord and the Prime Landlord on or before the Delivery Date. If Landlord shall not have obtained the Prime Landlord Non-Disturbance Agreement on or before the Delivery Date, then at any time thereafter, but prior to Landlord having obtained the Prime Landlord Non-Disturbance Agreement, Tenant shall have the right to terminate this Lease by giving Landlord written notice thereof. (a) The Prime Lease is in full force and effect, and that no default exists (nor is there any fact or condition which with notice or lapse of time may become a default) thereunder, and that all Rent payments under the Prime Lease are current; (b) Landlord shall not amend, modify or terminate the Prime Lease, or fail to exercise any option or right thereunder, or grant its consent where required thereunder, to the extent that same would adversely affect Tenant's rights and entitlements under this Lease or its use or enjoyment of the Premises, without Tenant's prior written consent; (c) Landlord shall not violate or breach any of the material terms, covenants or agreements on its part to be performed under the Prime Lease that would adversely affect Tenant's rights under this Lease or Tenant's business or operations on the Premises; (d) Landlord shall promptly, upon written request of Tenant, use its reasonable efforts to enforce the full compliance by the Prime Landlord of its obligations under the Prime Lease to the extent that same affects Tenant's use and enjoyment of the Premises; (e) Should Landlord purchase the Premises, then this Lease shall continue as a direct lease between Landlord and Tenant on the terms and conditions contained in this Lease; and (f) Landlord shall indemnify, protect, defend and hold Tenant and its agents, employees and directors harmless from and against any and all ground damages, suits, loss, costs, expenses, claims, causes of action, liabilities, including, without limitation, reasonable attorneys' fees actually incurred and costs and litigation expenses relating or underlying leases affecting resulting from (i) termination of the Building or the land underlying the Building, and Prime Lease for any reason other than Tenant's default thereunder (and all mortgages damages, suits, loss, costs, expenses, claims, causes of action, liabilities and attorneys' fees actually incurred by Tenant in connection with any such termination), or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions (ii) breach by Landlord of any of its obligations under the Prime Lease. Landlord shall, at its own expense, defend all actions brought against Tenant, its agents or employees, for which Landlord is responsible for indemnification hereunder, with legal counsel reasonably acceptable to Tenant and, if Landlord fails to do so, Tenant (at its option, but without being obligated to do so) may, at the expense of Landlord and upon notice to Landlord, defend such leases, mortgages actions and deeds of trust (collectively, the “Documents”)Landlord shall reimburse Tenant for all such costs and expenses. The provisions of this paragraph subparagraph shall be self-operative and shall require no further consent survive the expiration or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that early termination of this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and shall continue to all remain an obligation of Landlord for the terms, covenants, and agreements of the Prime Lease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions term of this Sublease which conflict with Lease and all renewals and extensions thereof, even if this Lease or the Prime Lease (in which case is assigned, sublet, or the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this Sublease shall be construed Premises is purchased or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as between Sublandlord and Subtenant, the terms of the Sublease shall control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be chargedway transferred. f. Subtenant acknowledges that, under the Prime Lease, Sublandlord has expressly waived certain rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights under the Sublease are expressly subject to such waivers and that Subtenant is hereby making each of those waivers in favor of Sublandlord.

Prime Lease. a. This Sublease is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant Sublessee acknowledges that it has received read and reviewed examined the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject including all Schedules and subordinate at all times to Amendments as of the Prime Lease date hereof and to all of is fully familiar with the terms, covenants, covenants and agreements of conditions on the Prime Lease. Subtenant shall not do or permit anything Sublandlord's part as tenant to be done in, or in connection with Subtenant’s use or occupancy of, performed thereunder. All the Premises, which would violate any of the terms, covenants, or agreements of the Prime Lease. Except as modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. In furtherance thereof, for purposes of this Sublease, references to the “Premises” contained in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”conferred and imposed upon Sublandlord (as lessee therein) except as modified and amended by this Sublease, are hereby conferred and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”imposed upon Sublessee. Sublandlord may enforce directly against Subtenant any of the Any rights and remedies granted to Landlord pursuant to Sublandlord (as lessee under the Prime Lease. Nothing ) are not necessarily granted to Sublessee, as Sublessee shall have only those rights as are specifically set forth in this Sublease shall be construed or interpreted Sublease. Sublessee covenants and agrees to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between fully and faithfully perform the terms and conditions of the Prime Lease and the terms of this Sublease, as between Sublease on its part to be performed. Sublandlord and Subtenant, the terms of the Sublease shall control make all rental payments to the extent they are inconsistent with the terms of Landlord when due under the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, the following sections and exhibits of the Prime Lease shall not apply do or cause to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option be done or suffer or permit any act to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and be done which would cause the Prime Lease, contains or the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions rights of this Sublease are held to be invalid or unenforceable in any respectSublandlord, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges thatas Tenant, under the Prime Lease, to be endangered, canceled, terminated, forfeited, surrendered or which would cause Sublandlord has expressly waived certain to be in default thereunder or liable for any damage, claim or penalty. Should Sublandlord receive any notice of default from Landlord in connection with the Prime Lease, Sublandlord shall promptly forward said notice to Sublessee. Sublessee shall not do or cause to be done or suffer or permit any act to be done which would cause the Prime Lease, or the rights and remedies that might otherwise be available to tenants under California statutory and common law. Subtenant agrees that its rights of Sublandlord, as tenant, under the Prime Lease, to be endangered, canceled, terminated, forfeited or surrendered, or which would cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublandlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease are expressly subject and the provisions of the Prime Lease which would permit Sublessee to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Prime Lease then the provisions of the Prime Lease shall prevail except for the limitations set forth herein in Section 4. If the Prime Lease terminates or is terminated for any reason whatsoever, then this Sublease shall terminate simultaneously therewith. If Sublessee is not in default under the terms and conditions hereof, any such waivers termination shall be without liability between Sublandlord and that Subtenant Sublessee, except such liability theretofore accruing; however, if Sublessee is hereby making each in default, the default provisions hereof shall control as to Sublessee's liability. Sublandlord may not voluntarily or otherwise consent to the termination of those waivers in favor the Prime Lease without the consent of Sublessee, said consent not to be unreasonably withheld. In the event of a bankruptcy, dissolution, or reorganization which might preclude Sublandlord from performing under the Prime Lease, Sublessee, at its option, shall be entitled to consider this Sublease as an assignment of Sublandlord's right, title and interest in and to the Prime Lease as of the date and time of such event. Sublessee shall have the right to exercise this option by written notice to the lessor under the Prime Lease and from and after the date of such notice, Sublessee shall be deemed to be the lessee under the Prime Lease. Sublandlord shall have no duty to perform any obligations of the Landlord under the Prime Lease and shall under no circumstances be responsible for or liable to Sublessee for any default, failure or delay on the part of the Landlord in the performance of any obligations under the Prime Lease, nor shall such default of the Landlord affect this Sublease or waive or defer the performance of any of Sublessee's obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Landlord, Sublandlord agrees, upon notice from Sublessee, to make demand upon Landlord to perform its obligations under the Prime Lease.