Common use of PROVISIONS CONSTITUTING SUBLEASE Clause in Contracts

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas, except as specifically set forth herein. Sublessor Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor, under the Master Lease, Lessor to perform all of the obligations of Lessor thereunder under the Master Lease to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas. Sublessee Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublessor Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to the terms paragraph 23 thereof or (b) from assigning its interest in this SubleaseSublease or subletting the Premises to any other third party. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall such terms and conditions, together with the terms and conditions specifically set forth in this Sublease Sublease, shall constitute the complete terms and conditions of this Sublease., except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 A. This Sublease is and at all time shall be subject and subordinate to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees shall take no action which would cause Sublessor to perform all be in default of the its obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to and Sublessee shall assume and perform all of the its obligations under this Sublease, (including those obligations of Lessor thereunder Sublessor under Master Lease that are incorporated herein and are the obligation of Sublessee) and Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorneys' fees and costs, arising out of Sublessee's failure to do so. Sublessor shall fully perform all of its obligations under the Master Lease (except to the extent said obligations apply to the Subleased Premises and Sublessee's use any of the common areassame are the obligation of Sublessee hereunder) and shall indemnify and hold Sublessee harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorneys' fees and costs, arising out of Sublessor's failure to do so. Sublessee Each party's obligations under this Paragraph 2.A shall not commit survive the expiration or permit to be committed on the Subleased Premises or on earlier termination of this Sublease. Upon any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations termination of the Master Lease, assignmentthis Sublease shall terminate concurrently therewith except as otherwise provided in the Consent of Landlord to Sublease and without any liability of Sublessor to Sublessee; provided, sublettinghowever, that a lease termination due to Sublessor's default of its obligations under the Master Lease or this Sublease, shall be subject to the indemnification set forth above. Sublessor shall not enter into any other voluntary action, avoid amendment or seek to avoid the observance or performance modification of the terms Master Lease materially adversely affecting Sublessee's use of or right to possession of the Premises (as defined below) without the prior written consent of Sublessee which will not be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease unreasonably withheld (and in taking all such action except as may be necessary or appropriate specifically permitted by this Sublease). Notwithstanding the foregoing, Sublessor shall have the right, at its sole election, to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its exercise any discretionary right to terminate the Master Lease pursuant to granted Sublessor in the terms thereof or (b) from assigning its interest in this SubleaseMaster Lease as of the date hereof. 2.2 B. All of the terms and conditions contained in the Master Lease which are not in conflict with the provisions of this Sublease are incorporated hereinherein with respect to the Premises, except for Article 1 paragraphs 5, 6, 7, 8, 9, 10, 11, 12, 15 and 18, Article III (but excepting Section 3.7 from this exclusion), Section 4.6, Section 12.1, Article XX, Section 21.1, Exhibits A and D, and shall together with paragraphs 1 through 5.7 through 10, 11(a), 11(g) and 11 (h) of the Addendum to Lease, as terms and conditions specifically of this Sublease (with each reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Sublessee and each reference therein to Commencement Date shall mean the Commencement Date as used in this Sublease), and along with all of the following paragraphs set forth up in this Sublease constitute shall be the complete terms and conditions of this Sublease. With respect to obligations or services to be performed or provided by Master Lessor under the Master Lease including without limitation those set forth in Articles IX, X, XII and XIII, Sublessee agrees Sublessor's sole obligation shall be to exercise reasonable efforts to require Master Lessor to comply with such obligations as provided in Section 18 hereof.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master LeaseLease except as specifically excluded in section 2.2 of this Sublease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areasarea, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease, only if Sublessee is in material, uncured breach of the terms of Sublease. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease.. The following paragraphs of the Master Lease shall not be included in this Sublease: 2, 4, 5, 7, 9, 13, 16, 48, 53, 54, 55, Exhibit A.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas, except as specifically set forth herein. Sublessor Sublandlord hereby agrees to comply with all the terms and conditions of the Master Lease and to cause Lessor, Lessor under the Master Lease, Lease to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas. Sublessee Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor Sublandlord upon at least 30 calendar days prior written notice to Subtenant (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this SubleaseSublease or subletting the Premises to any other third party. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease Sublease, shall constitute the complete terms and conditions of this Sublease., except the following paragraphs of the Master Lease which shall solely be the obligation of Sublandlord: Paragraphs: 2. Term and Rent, 3. Deposit 31. Rent, Lessee Improvements, Right of First Refusal, 33.2 Term, 33.3 Rent, 33.4 Deposit, 33.8 Leasehold Improvements to be Provided by Lessor, 33.13 Broker, 33.14 Renewal option, 33.15 Renewal commission

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor Sublessor, (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease or (b) exercising any other rights it has or may in the future have under the Master Lease. Sublessor covenants as follows: (i) not to voluntarily terminate the Master Lease (except at the end of the term of the Master Lease or pursuant to an express termination right under the Master Lease); and (ii) not to modify the Master Lease so as to materially adversely affect Sublessee’s rights hereunder, without the prior written consent of Sublessee. Notwithstanding anything to the contrary in this Sublease, if at any time during the term of this Sublease, Master Landlord shall default in any of its obligations to furnish facilities, services or utilities, or to make repairs to the Premises, then Sublessor shall, upon written notice from Sublessee specifying such default, use commercially reasonable efforts to cause Lessor to cure such default as provided in the Lease. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease. The following paragraphs of the Master Lease shall not be included in this Sublease: Articles 1 (with the exception of the definition of the default rate), 2, 3 (with the exception of Section 3.3), 5, 9.6, 24.5, 24.14, 24.15 and Exhibit A. Notwithstanding anything in this Sublease or the Master Lease to the contrary, Sublessee shall be required, at its own cost and expense, to obtain and maintain in full force and effect at all times during the term of this Sublease appropriate worker’s compensation insurance and insurance for its personal property.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee “Tenant” (and/or “Lessee”) under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areasCommon Areas, except as specifically set forth herein. Sublessor hereby agrees to use reasonable efforts to cause Lessor, Lessor under the Master Lease, Lease to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areasCommon Areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All Sublease or subletting the Premises to any other third party or (c) exercising any of the terms and conditions contained in its other continuous rights under the Master Lease are incorporated herein, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this SubleaseLease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission omission, which violates any term term, or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this SubleaseSublease or subletting the Premises to any other third party. In the event Sublessor is in default of Master Lease and fails to cure any default of Master Lease, Lessor may elect to terminate this sublease. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except Paragraphs 3, 4, 5, 7, and Exhibit B, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee "Tenant" under the Master Lease to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas as depicted in "Exhibit A" attached, except as specifically set forth herein. Sublessor Sublandlord hereby agrees to use reasonable efforts to cause Lessor, Landlord under the Master Lease, Lease to perform all of the obligations of Lessor Landlord thereunder to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas. Sublessee Neither Subtenant nor its employees, agents, contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates the rights of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither . Neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, Lease assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) Sublandlord from assigning its interest in this SubleaseSublease or subletting portions of the Master Premises other than the Subleased Premises. 2.2 With respect to all of the provisions of the Master Lease incorporated into this Sublease, wherever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word "Subleased Premises" shall be substituted; wherever in the Master Lease the word "Tenant" appears, for purposes of this Sublease, the word "Subtenant" shall be substituted; wherever in the Master Lease the word "Landlord" appears, for the purposes of this Sublease, the word "Sublandlord" shall be substituted. Notwithstanding the foregoing, the word "Landlord" in Paragraph 5 of the Master Lease shall be deemed to refer to "Master Landlord", and the word "Sublandlord" shall not be substituted therefor. All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall solely be the obligation of Sublandlord: the description of the Premises leased pursuant to the Master Lease, Paraxxxxxx 0, 0, 0X, 0X, 0X, 00, 00, 43, 54, 55 and replace "Exhibit B" with "Exhibit A of the Sublease" in Paragraph 44.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease sublease is subject to all of the terms and conditions of the Master Lease. Lease in Exhibit A and Sublessee hereby assumes and agrees to shall perform all of the obligations of Lessee under the Master Lease Sublessor and Tenant in said lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises premises subleased pursuant to this sublease. Each party hereto agrees to perform and Sublessee's use comply with the terms, provisions, covenants and conditions of the common areasMaster Lease, except as specifically set forth herein. Sublessor hereby agrees and not to cause Lessor, do or permit anything to be done which would result in a default under the Master Lease, or cause the Lease to perform all be terminated or forfeited. Each party hereto agrees not to breach or violate any of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected therebyterms, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of the terms covenants and conditions contained in the Master Lease are incorporated hereinLease. Sublessor represents and covenants that Sublessor is not currently in default of the Master Lease. Any insurance carried by Landlord, Sublessor, or Sublessee with respect to the Premises and shall together property therein or occurrences thereon shall, if it can be so written without additional premium, or with an additional premium which the terms and conditions specifically set forth in requesting party agrees to pay, include a clause or endorsement denying to the insurer right of subrogation against that party to the extent rights have been waived by the insured prior to occurrence of injury or loss. Each party, notwithstanding any provisions of this Sublease constitute to the complete terms and conditions contrary, hereby waives any rights of this Subleaserecovery against the other for property covered by insurance containing such clause or endorsement to the extent of the indemnification received thereunder. Notwithstanding any provision of the Master Lease or the Sublease to the contrary, Sublessor shall remain primarily liable for all of its obligations under the Master Lease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth exempted herein. , and Sublessee shall assume and perform the obligations of Sublessor hereby agrees to cause Lessor, as tenant under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Sublessee's use of the common areas(defined below) subleased pursuant to this Sublease. Sublessee shall not commit or nor permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master Lease. Except In the event of the termination of Sublessor's interest as tenant under the Master Lease for any reason, this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. In case of any default hereof by Sublessee, Sublessor shall have all rights against Sublessee as would be available to Landlord against the tenant under the Master Lease if such default were by the tenant thereunder. Sublessee acknowledges that it has read and understands the Master Lease. Notwithstanding anything contained herein to the extent waived contrary, Sublessor does not by this Sublease promise or consented agree to in writing perform any obligation undertaken or assumed by Landlord under the other party or parties hereto who are affected thereby, neither of the parties hereto Master Lease. Sublessor will, however, use Sublessor's reasonable efforts to obtain performance by renegotiations of Landlord for Sublessee's benefit under the Master Lease. If Landlord does not perform its obligations under the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek Sublessee shall be entitled to avoid pursue all remedies against Landlord which are available to the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate tenant under the Master Lease pursuant Lease, and Sublessor agrees to the terms thereof or reasonably cooperate with Sublessee in any such action. (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, as if Sublessor were the landlord and shall together with Sublessee were the tenant under the Master Lease from and after the commencement of the term of this Sublease, except for Paragraphs 1, 2, 3, 4, 5, 6 and 7 of the Second Lease Amendment, dated February 1, 1997, as terms and conditions specifically of this Sublease (with each reference therein to Landlord and Tenant to be deemed to refer to Sublessor and Sublessee) and along with all of the paragraphs set forth out in this Sublease constitute Sublease, shall be the complete terms and conditions of this Sublease. In the event of conflict between the terms of this Sublease and the terms of the Master Lease, the terms of this Sublease shall prevail.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject to all of the terms and conditions of the Master Lease. Lease in Exhibit A, except as specifically stated otherwise herein and Sublessee hereby assumes shall assume and agrees to perform all of the obligations of Lessee under Sublessor's (Lessee) in the Master Lease Prime Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees premises subleased pursuant to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areasthis Sublease. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project subleased premises any act or omission which violates shall violate any term or condition of the Master Prime Lease. Except In the event of the termination of Sublessor's interest as Lessee under the Prime Lease for any reason, then Sublessee (if in conforming use and good financial standing with respect to rental payments, i.e. not in default or having any liens against property) shall have the option to exercise either of the following alternatives within ten (10) days thereafter by written notice to Lessor; 1) to terminate this Sublease and vacate the Premises within thirty (30) days, or 2) assume Sublessor's Prime Lease obligations applicable to the extent waived or consented to in writing by the other party or parties hereto who are affected therebyDemised Premises (7524-7530 Washington Avenue South), neither of which shall release Sublessor from its obligations under the parties hereto will, by renegotiations of the Master Prime Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or . (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the Master Prime Lease are incorporated herein, and shall together with the herein as terms and conditions specifically of this Sublease (with each reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Sublessee) and along with all of the following paragraphs set forth out in this Sublease constitute Sublease, shall be the complete terms and conditions of this Sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission omission, which violates any term term, or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto (which waiver or consent may be withheld in the sole discretion of each party) who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation or surrender of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to Paragraph 16 of the terms thereof or (b) from assigning First Addendum to Lease thereto, provided Sublessee has not exercised its interest renewal option as set forth in this SubleaseSection 5, below. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease: Paragraph 1.1(A), (B), (E), (G), (H), (I), (J), (K), (S), (U) (Exhibit "D" only), (V) (Paragraph 2.3, 15, 16, 17 and 18 only); Paragraph 2.3; Paragraph 2.4; Paragraph 2.6; Paragraph 2.7; Paragraph 3.1; Paragraph 3.6; Paragraph 3.7, and Paragraph 14.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee "Tenant" under the Master Lease to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas as depicted in "Exhibit A" attached, except as specifically set forth herein. Sublessor Sublandlord hereby agrees to use reasonable efforts to cause Lessor, Landlord under the Master Lease, Lease to perform all of the obligations of Lessor Landlord thereunder to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas. Sublessee Neither Subtenant nor its employees, agents, contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates the rights of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, Lease assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this SubleaseSublease or subletting portions of the Master Premises other than the Subleased Premises. 2.2 With respect to all of the provisions of the Master Lease incorporated into this Sublease, wherever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word "Subleased Premises" shall be substituted and any calculation of charges shall be prorated on the basis of the proportionate share which the Subleased Premises represents per paragraph 3.2 below (i.e. 30,000 square feet); wherever in the Master Lease the word "Tenant" appears, for purposes of this Sublease, the word "Subtenant" shall be substituted; wherever in the Master Lease the word "Landlord" appears, for the purposes of this Sublease, the word "Sublandlord" shall be substituted. Notwithstanding the foregoing, the word "Landlord" in Paragraph 5 of the Master Lease shall be deemed to refer to "Master Landlord", and the word "Sublandlord" shall not be substituted therefor. All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall solely be the obligation of Sublandlord: the description of the premises leased pursuant to the Master Lease, Paragraphs 2, 3, 4A, 4F, 34, 41, 43, 55 and substitute "Exhibit B" with "Exhibit A of the Sublease" in Paragraph 44, and substitute the amount of $283,500.00 as noted in Paragraph 4g of the Master Lease with $29,400.00.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject to all of the terms and conditions of the Master Lease. Lease in EXHIBIT A and Sublessee hereby assumes shall assume and agrees to perform all of the obligations of Sublessor and Lessee under the in said Master Lease Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees subleased pursuant to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areasthis Sublease. Sublessee shall not commit or permit to be committed on the Subleased Premises (hereinafter defined) or on any other portion of the Project Premises any act or omission which violates shall violate any term or condition of the Master Lease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto will, by renegotiations termination of Sublessor's interest as Lessee under the Master LeaseLease for any reason, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in then this Sublease shall prevent or prohibit terminate coincidentally therewith without any liability of Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or Sublessee. (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the EXHIBIT A Master Lease are incorporated herein, except for Sections 4 (Condition of Premises). 23 (Right of First Offer on Contiguous Space), 25 (Right of First Offer to Purchase) and shall together with the 26 (Option to Extend), as terms and conditions specifically of this Sublease (with each reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Sublessee) and, along with all of the following Sections set forth out in this Sublease constitute Sublease, shall be the complete terms and conditions of this Sublease; provided, however, that Sublessee acknowledges that it is the obligation of the Master Landlord under the Master Lease (and not Sublessor) to maintain the Premises as described in Section 6 of the Master Lease and to restore the Premises in the event of fire or other casualty as described in Section 12 of the Master Lease (provided, however, that Master Landlord shall have no liability to Sublessee for Master Landlord's failure to perform any of its obligations under the Master Lease, there being no privity of contact between Master Landlord and Sublessee). Sublessor shall have the rights of the Landlord under the Master Lease and Sublessee shall have the obligations and responsibilities of the Tenant, in each case applicable to the Subleased Premises under the Lease, and Sublessee takes subject to all of the obligations, responsibilities and covenants applicable to the Subleased Premises that Sublessee has expressly assumed as the Tenant under the Lease, and all of the obligations and responsibilities of the Tenant applicable to the Subleased Premises under the Lease arising on or after the date hereof Notwithstanding the foregoing, Sublessor hereby appoints Sublessee as its agent for purposes of communicating with Master Landlord concerning maintenance and operational issues with respect to the Subleased Premises and the building of which it is a part.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject to all of the terms and conditions of the Master Lease. Lease in Exhibit"A" and Sublessee hereby assumes shall assume and agrees to perform all of the obligations of Sublessor and Lessee under the in said Master Lease Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees subleased pursuant to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areasthis Sublease. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master Lease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto will, by renegotiations termination of Sublessor's Interest as Lessee under the Master LeaseLease for any reason, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in then this Sublease shall prevent or prohibit terminate coincidentally therewith without any liability of Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or Sublessee. (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the Exhibit "A" Master Lease are incorporated herein, and shall together with the herein as terms and conditions specifically set forth in of this Sublease constitute (with each reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Sublessee) shall be the complete terms and conditions of this Sublease. (c) Sublessee shall receive two (2) months of rent credit, months 2,3 (d) Sublessee shall pay the first months rent equal to $4,176.20 upon execution of the sublease. (e) Sublessee shall pay a Security Deposit to Sublessor of $4,593.82 upon execution of the sublease. (f) Exhibit "A2" attached hereto and apart of this Sublease Agreement Sublessor will not exercise their right to cancel this lease so long as the Sublessee is not in default of the Sublease or the Master Lease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject to all of the terms and conditions of the Master Lease, and all amendments thereto; provided, however, Sublessee’s consent must obtained for any and all amendments after the date hereof that materially adversely affect any of Sublessee’s rights thereunder. Sublessee shall in no case have any rights under this Sublease that exceed Sublessor’s rights as tenant under the Lease. Sublessee hereby assumes shall neither do nor permit to be done anything which would constitute a default under the Lease or cause the Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Lessor thereunder. Sublessee shall assume and agrees to perform all of the obligations of Lessee under Sublessor as tenant in the Master Lease to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Sublessee's use of the common areasPremises, except as specifically expressly set forth herein. Sublessor hereby agrees to cause Lessor, under In the Master event of any conflicts between the terms of the Sublease and the terms of the Lease, to perform for all purposes hereof, the terms of the obligations of Lessor thereunder Sublease shall control; however, to the extent said obligations apply to that an issue is not addressed in the Subleased Premises Sublease, and Sublessee's use also not specifically excluded herein, the terms of the common areasLease shall control. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master LeaseLease incorporated under this Sublease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto willtermination of Sublessor’s interest as tenant under the Lease for any reason, other than a voluntary termination agreed to by renegotiations of the Master LeaseLessor and Sublessor, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in then this Sublease shall prevent or prohibit terminate simultaneously therewith without any liability of Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or Sublessee. (b) from assigning its interest in this Sublease. 2.2 All Except as otherwise set forth herein, all of the terms and conditions contained in the Master Lease are incorporated herein, and shall together with the as terms and conditions specifically of this Sublease (with each reference therein to Lessor, as landlord, and Sublessor, as tenant, to be deemed to refer to Sublessor, as landlord, and Sublessee, as tenant, respectively), and along with all of the following paragraphs set forth out in this Sublease constitute shall be the complete terms and conditions of this Sublease. The consent of Sublessor shall be required in connection with any act which requires the consent of Lessor, as landlord, pursuant to the Lease, notwithstanding that a particular provision herein may not require Sublessor’s consent or states that only Lessor’s consent is required. (c) The terms, provisions, covenants, and conditions of the Lease are incorporated herein by reference on the following mutually accepted understandings: (i) In any case where the Lessor reserves the right to enter the Original Premises pursuant to the Lease, said right shall inure to the benefit of the Lessor as well as to Sublessor with respect to entry onto the Premises. (ii) With respect to the performance of any other obligations required of Lessor under the Lease, including, but not limited to, work, services, repairs, repainting and restoration, Sublessor’s sole obligation shall be to act on Sublessee’s behalf in requesting the performance of the same of Lessor, after first receiving a request in writing from Sublessee, and to use its best efforts in order to obtain the performance of the same from Lessor. (iii) Notwithstanding anything in this Sublease or the Lease to the contrary, Sublessee agrees that Sublessor shall not be obligated to furnish for or to Sublessee any service of any nature whatsoever. However, in accordance with provision (ii) above, Sublessor shall act on Sublessee’s behalf in requesting the performance of such services for the Premises by Lessor pursuant to the terms of the Lease. (iv) Since Lessor’s consent to this Sublease is required pursuant to the terms of the Lease, this Sublease and the obligations of the parties hereto shall be contingent upon Sublessor obtaining the consent of the Lessor to this Sublease. The parties hereto agree to be bound by the terms of this Sublease until such time as such consent of the Lessor has been obtained, or until such consent is deemed to have been granted pursuant to the terms of the Lease. If for any reason such consent of the Lessor is not obtained, this Sublease shall then be null and void and both parties will be released from their obligations hereunder. (v) Notwithstanding anything in this Sublease to the contrary, this Sublease shall not incorporate any provision of the Lease nor shall Sublessee benefit from the rights or privileges contained in any provision of the Lease, which, pursuant to and in accordance with its particular terms and conditions is not applicable to subleases or assignments, or any provision of the Lease, which by its nature or pursuant to a specified prohibition contained in the Lease, is personal to Sublessor or would not convey or transfer by a sublease or assignment of all or a portion of the Original Premises. For the avoidance of doubt, the following sections shall not be incorporated herein: Sections 2, 3, and 5 and Exhibit B and Schedule 1 of the Original Lease; Sections 5(b), (c) and (d), 6 and 7 of the First Amendment; Sections 5(b), (c) and (d), 6,7, 8 and 9 of the Second Amendment; and Sections 4, 5, 6(b), (c) and (d), 7,11, 12 and 14 of the Third Amendment.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This In addition to all of the terms stated herein, this Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee "Tenant" under the Master Lease to the extent said such obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areas, except as specifically set forth herein. Sublessor Sublandlord hereby agrees to use its reasonable best efforts to cause Lessor, Master Landlord under the Master Lease, Lease to perform all of the obligations of Lessor Master Landlord thereunder to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areas. Sublessee Subtenant shall not commit or permit to be committed on the Subleased Premises Premises, the common areas, or on any other portion of the Project property any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are is affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere Subject to the foregoing and except as otherwise provided herein, nothing in this Sublease shall prevent or prohibit Sublessor Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, and shall together with the terms and conditions specifically set forth interests in this Sublease constitute to any affiliate of Sublandlord, or from subletting any other portion of the complete terms and conditions of this SubleasePremises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee "Tenant" under the Master Lease to the extent said obligations apply to the Subleased Premises sublicensed premises and Sublessee's use of any Direct Operating Expenses relating to the common areas, except as specifically set forth hereinsublicensed premises. Sublessor Sublandlord hereby agrees to cause Lessor, Landlord under the Master Lease, Lease to perform all of the obligations of Lessor Landlord thereunder to the extent said obligations apply to the Subleased Premises subleased premises and SublesseeSubtenant's use of the common areasareas and Outside Areas. Sublessee Subtenant shall not commit or permit to be committed on the Subleased Premises subleased premises or on any other portion of the Project any act or omission which violates any term or condition conditions of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, herein and shall together with the terms and conditions specifically set forth in this Sublease shall constitute the complete terms and conditions of this Sublease. 2.3 The parties agree that the terms of Addendum Number 2 and Addendum Number 3 shall not apply to this transaction. Further, the parties agree that Section 33.1 of the Master Lease is hereby deleted.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 2.1. This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this SubleaseSublease or subletting the Premises to any other third party. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease Lease, as incorporated herein, to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to exercise due diligence to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of Sublease or subletting the Premises to any other third party; provided, however, that Sublessor agrees that it shall not terminate the Master Lease, except pursuant to the terms and conditions contained in thereof, or amend or modify the Master Lease are incorporated hereinin any manner that adversely affects Sublessee or Sublessee’s rights and obligations under this Sublease, without Sublessee’s prior approval which approval may be withheld in Sublessee’s sole discretion. Regardless, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Although all information furnished regarding property for sale, rental, or financing is from sources deemed reliable, such information has not been verified, and shall together with no express representation is made nor is any to be implied as to the terms accuracy thereof, and it is submitted subject to errors, omissions, change of price, rental or other conditions, prior sale, lease or financing, or withdrawal without notice and to any special conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Subleaseimposed by our principal.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee Tenant under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas, except as otherwise specifically set forth herein. Sublessor hereby agrees to cause LessorLandlord, under the Master LeaseXxxxx, to perform all of the obligations of Lessor Landlord thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areasCommon Areas. Sublessee shall not commit or permit to be committed by any person other than persons employed by Sublessor, unless such person acted at the direct request of Sublessee on the Subleased Premises or on any other portion of the Project Project, any act or omission which violates would result in a default by Tenant of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease.against

PROVISIONS CONSTITUTING SUBLEASE. 2.1 5.1 This Sublease is and at all times shall be subject and subordinate to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees shall take no action that would cause Sublessor to be in default of its obligations under the Lease. Sublessee shall perform all of the its obligations under this Sublease, and Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of Lessee Sublessee's failure to do so. Sublessor shall fully perform all of its obligations under the Master Lease (except to the extent said any of the same are the obligation of Sublessee hereunder) and shall indemnify and hold Sublessee harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorneys' fees and costs, arising out of Sublessor's failure to do so. Upon any termination of the Lease, this Sublease shall terminate concurrently therewith except as otherwise provided in the Consent of Landlord to Sublease and without any liability of Sublessor to Sublessee; provided, however, that a Lease termination due to Sublessor's default of its obligations apply under the Lease or this Sublease, shall be subject to the Subleased Premises and Sublessee's use indemnification set forth above. Sublessor shall not enter into any amendment or modification of the common areasLease without the consent of Sublessee, except as specifically set forth herein. nor shall Sublessor hereby agrees consent to cause Lessora termination of the Lease or exercise any option to terminate the Lease that it may have, under or surrender the Master Lease, to perform all without the prior written consent of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises Sublessee which will not unreasonably be withheld (and Sublessee's use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action except as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in specifically permitted by this Sublease). 2.2 5.2 All of the terms terms, provisions, covenants, and conditions contained in the Master Lease are incorporated hereinhereby made a part of this Agreement (except as herein otherwise expressly provided), and such rights and obligations as are contained herein are, during the term of this subletting, hereby imposed upon the respective parties hereto, the Sublessor herein being substituted for the Landlord in the Master Lease, and the Sublessee herein being substituted for the Tenant in the Master Lease; provided however, that the Sublessor shall together with not be liable to Sublessee for any default by the Landlord under the Master Lease so long as Sublessor exercises diligent and commercially reasonable efforts to enforce the terms and conditions specifically set forth of the Lease against Landlord. Accordingly Sublessee recognizes that Sublessor is not in this Sublease constitute a position to render any of the complete services or to perform any of the obligations required of Landlord by the terms and conditions of this Subleasesublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas, except as specifically set forth herein. Sublessor Sublandlord hereby agrees to cause Lessor, Lessor under the Master Lease, Lease to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas. Sublessee Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of Sublease or subletting the terms and conditions contained in Premises to any other third party. If Sublandlord exercises its right, if any, to terminate the Master Lease Lease, the Sublandlord shall reimburse Subtenant for the remaining portion of unamortized (on straight line basis) Tenant Improvement costs as outlined on Addendum #1 Paragraph 2. The full unamortized Tenant Improvement costs are incorporated herein, and shall together with to be paid by Sublandlord when Subtenant is required to vacate the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this SubleaseSubleased Premises.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee "Tenant" under the Master Lease to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas as depicted in "Exhibit A" attached, except as specifically set forth herein. Sublessor Sublandlord hereby agrees to use reasonable efforts to cause Lessor, Landlord under the Master Lease, Lease to perform all of the obligations of Lessor Landlord thereunder to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas. Sublessee Neither Subtenant nor its employees, agents. contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates the rights of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither . Neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, Lease assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) Sublandlord from assigning its interest in this SubleaseSublease or subletting portions of the Master Premises other than the Subleased Premises. 2.2 With respect to all of the provisions of the Master Lease incorporated into this Sublease, wherever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word "Subleased Premises" shall be substituted; wherever in the Master Lease the word "Tenant" appears, for purposes of this Sublease, the word "Subtenant" shall be substituted; wherever in the Master Lease the word "Landlord" appears, for the purposes of this Sublease, the word "Sublandlord" shall be substituted. Notwithstanding the foregoing, the word "Landlord" in Paragraph 5 of the Master Lease shall be deemed to refer to "Master Landlord", and the word "Sublandlord" shall not be substituted therefore. All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall solely he the obligation of Sublandlord: the description of the premises leased pursuant to the Master Lease, Paraxxxxxx 0, 0, 0X, 0X, 0X, 00, 00, 43, 54, 55 and replace "Exhibit B" with "Exhibit A of the Sublease" in Paragraph 44.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to and subordinate to all of the terms and conditions of the Master Lease. Sublessee hereby assumes Lease (a copy of which is attached hereto as Exhibit" B") and agrees to perform all of the obligations of Lessee under matters to which the Master Lease is subordinate, to the extent said obligations apply not inconsistent with the provisions of this Sublease. As pertains to the Subleased Premises and Sublessee's use Sublet Premises, the provisions of the common areas, except Master Lease are incorporated herein by reference with the same force and effect as specifically if they were fully set forth herein. Sublessor hereby agrees to cause Lessorbut specifically excluding the following Paragraphs or Sections: Section 1 and Section 8. Notwithstanding the foregoing, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all inconsistencies between the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant which shall result from the foregoing incorporation shall be resolved in favor of this Sublease, provided, however. that if construction of terms would cause Sub landlord to be in default under the terms of the Master Lease, then any inconsistency shall be resolved in favor of the Master Lease. As pertains to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of Sublet Premises, Subtenant does hereby assume and does hereby agree to perform Sublandlord's obligations, as Tenant under the terms and conditions contained Master Lease. Each reference in the Master Lease are incorporated hereinto "Landlord" and "Tenant" shall be read as referring to "Sublandlord” and "Subtenant", and shall together with the terms and conditions specifically set forth respectively, in this regard. In the event of the termination of Sublandlord's interest as Tenant under the Master Lease for any reason, then this Sublease constitute shall terminate without liability of Sublandlord to Subtenant. Subtenant shall in no event have any rights under this Sublease greater than Sublandlord's rights as tenant under the complete terms and conditions of this SubleaseMaster Lease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas as depicted in Exhibit "A" attached, except as specifically set forth herein. Sublessor Sublandlord hereby agrees to cause Lessor, Lessor under the Master Lease, Lease to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas. Sublessee Neither Subtenant nor its employees, agents, contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this SubleaseSublease or subletting portions of the Master Premises other than the Subleased Premises. If Sublandlord has a right under the Master Lease to terminate the Lease and Sublandlord elects to exercise such right, Sub landlord shall so notify Subtenant by giving at least thirty (30) days' notice, prior to the effective date of such termination. 2.2 With respect to all of the provisions of the Master Lease incorporated into this Sublease, wherever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word "Subleased Premises" shall be substituted; wherever in the Master Lease the word "Tenant" appears, for the purposes of this Sublease, the word "Subtenant" shall be substituted; wherever in the Master Lease the word "Landlord" appears, for the [LETTERHEAD OF C&C APPEARS HERE] SUBLEASE purposes of this Sublease, the word "Sublandlord" shall be substituted. Notwithstanding the foregoing, the word "Landlord" in Paragraph 5 of the Master Lease shall be deemed to refer to "Master Landlord," and the word "Sublandlord" shall not be substituted therefor. All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall solely be the obligation of Sublandlord: the description of the premises leased pursuant to the Master Lease, Paragraphs, 2, 3 , 4A, 4D, 4E, 4F, 6, 7, 10, 11 (excluding telephone, telex and other electronic communications), 12, 15, the words "of which negligence Landlord has knowledge and reasonable time to correct" in Paragraph 16, 20, last two sentences of Paragraph 22(d), 34, 41, 43, 44, 46, 49, 50.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee Tenant under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor Sunstorm hereby agrees to cause Lessor, Landlord under the Master Lease, Lease to perform all of the obligations of Lessor Landlord thereunder to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasSubleased Premises. Sublessee Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor Sunstorm (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this SubleaseSublease or subletting the Premises to any other third party. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Lease and from and after the Effective Date Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under Tenant (as defined in the Master Lease Lease) in the Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Sublease Premises (as hereinafter defined) subleased pursuant to this Sublease, except for the payment of rent under the Lease and except as otherwise expressly provided in this Sublease. All of the terms and conditions of the Lease in Exhibit A are incorporated herein as terms and conditions of this Sublease (except as otherwise provided herein, with each reference therein as modified in this Sublease Agreement to "Landlord" and "Tenant" to be deemed to refer to Sublessor and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform respectively) and along with all of the following paragraphs set out in this Sublease, shall be the complete terms and conditions of this Sublease. Upon the termination of Sublessor's interest as Tenant under the Lease for any reason, this Sublease shall terminate simultaneously therewith (provided, however, such termination shall not affect the parties' respective obligations and liabilities to each other under the following two sentences of Lessor thereunder to the extent said obligations apply to the Subleased Premises this Section 2 and Sublessee's use under Section 9 of the common areasthis Sublease). Sublessee shall not commit or permit to be committed by any persons under Sublessee's control on the Subleased Sublease Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will Sublessor hereby covenants and agrees that it shall at all times, in good faith assist in carrying out times satisfy and comply with all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in provisions of the Master Lease are incorporated herein, and shall together with the remain obligated as Tenant to all terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of thereof, notwithstanding this Sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease. 2 (Rent), 4G (Security Deposit), 39 (Basic Rent), 40 (Early Occupancy); and paragraphs of the lease amendment #1 dated May 27, 1998: 2 (Termination Agreement).

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from form assigning its interest in this SubleaseSublease or subletting the Premises to any other third party. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease.. The following paragraphs of the Master Lease shall not be included in this Sublease: 1.5 1.6, 1.7, 1.8, 1.9, 3, 4.1, 5, 15 Supplemental Terms Paragraph #'s 2, 3, 4, 8, 9, 13, 17

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. , except Paragraphs 2, 3(a), 3(b), 9, 26, 42, 43, 44, 45, 46, 47, 48, 49, 50, and 52, and Exhibit C, and the SIG Sublease, except Paragraphs 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21, and Exhibit "C", and Sublessee hereby assumes and agrees to shall perform all of the obligations of Lessee Tesseract and Sublessor under the Master Lease and SIG Sublease, to the limited extent said terms and conditions are applicable to the Subleased Space. Except as otherwise provided herein with respect to the Sublessee, each party hereto agrees to perform and comply with the terms, provisions, covenants and conditions of the Master Lease and the SIG Sublease, and not to do or permit anything to be done which would result in a default under the Master Lease or the SIG Sublease to the extent said obligations apply binding on such party, or cause the Master Lease or the SIG Sublease to be terminated or forfeited. Any insurance carried by Landlord, Sublessor, or Sublessee with respect to the Subleased Premises Space and Sublessee's use property therein or occurrences thereon shall, if it can be so written without additional premium, or with an additional premium which the requesting party agrees to pay, include a clause or endorsement denying to the insurer right of subrogation against that party to the extent rights have been waived by the insured prior to occurrence of injury or loss. Each party, notwithstanding any provisions of this Sublease to the contrary, hereby waives any rights of recovery against the other for property or claims covered by insurance containing such a clause or endorsement to the extent of the common areasindemnification received thereunder. Notwithstanding any provision of the Master Lease or the Sublease to the contrary, except as specifically set forth hereinSublessor shall be and remain liable for all of its obligations under the SIG Sublease. Sublessee recognizes that Sublessor hereby is not in a position to render any of the services or to perform any of the obligations required of Landlord by the terms of the Master Lease. Sublessee agrees to cause Lessor, that performance by Sublessor of its obligations under this Sublease is conditioned on performance by the Landlord of its corresponding obligations under the Master Lease, and Sublessor will not be liable to perform all Sublessee for any default of the Landlord under the Master Lease. Notwithstanding the above provisions, Sublessor will use diligent commercially reasonable efforts to enforce Tesseract's and Landlord's obligations of Lessor thereunder under the SIG Sublease and the Master Lease respectively. Sublessee will not have any claim against Sublessor based on the Landlord's failure or refusal to the extent said obligations apply to the Subleased Premises and Sublessee's use comply with any of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion provisions of the Project Master Lease unless that failure or refusal is a result of any act or omission which violates of Sublessor or any term employee, agent or condition contractor of Sublessor. Despite the Master Lease. Except Landlord's failure or refusal to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither comply with any of the parties hereto will, by renegotiations those provisions of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease will remain in full force and in taking effect and Sublessee will pay the base rent and all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere charges provided for in this Sublease shall prevent without any abatement, deduction or prohibit setoff. However, Sublessee will receive its prorata share of any rent abatement in the event of a condemnation or casualty affecting the use of the Subleased Space, to the extent the Subleased Space is rendered unusable by Sublessee in the conduct of its business. In the event Sublessor receives the benefit of any other rent abatement under the SIG Sublease, Sublessee will receive its share of such abatement to the extent that the event giving rise to the abatement affects the Subleased Space. Sublessor represents and warrants that as of the date of this Sublease, (a) from exercising the SIG Sublease is unmodified and in full force and effect, (b) to the best of Sublessor's actual knowledge, the Sublessor has no offsets, defenses or counterclaims against Tesseract under the SIG Sublease, (c) there is no default or event of default by Sublessor or Tesseract under the SIG Sublease or any event which with the giving of notice and/or the passage of time, or both, would constitute a default or event of default by Sublessor or Tesseract under the SIG Sublease, (d) to the best of Sublessor's actual knowledge without inquiry, there is no default or event of default by Tesseract under the Master Lease, or any event which with the giving of notice and/or the passage of time, or both, would constitute a default or event of default by Tesseract under the Master Lease, and (e) Sublessor has not encumbered its right interest in the SIG Sublease. Sublessor further represents and warrants to terminate the best of Sublessor's actual knowledge without inquiry that as of the date of this Sublease, (a) the Master Lease pursuant to the terms thereof or is unmodified and in full force and effect and (b) from assigning its interest in this Sublease. 2.2 All there is no default or event of the terms and conditions contained in default by Landlord or Tesseract under the Master Lease are incorporated herein, and shall together or any event which with the terms and conditions specifically set forth in this Sublease giving of notice and/or the passage of time, or both, would constitute a default or event of default by Landlord or Tesseract under the complete terms and conditions of this SubleaseMaster Lease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject to all of the terms and conditions of the Master Lease. Lease in Exhibit A, except as specifically exempted herein and Sublessee hereby assumes shall assume and agrees to perform all of the obligations of Lessee under the Sublessor and Tenant in said Master Lease Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth hereinpremises subleased pursuant to this Sublease. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areasTHIS SUBLEASE IS ALSO SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE CONSENT TO THIS SUBLEASE TO BE OBTAINED FROM THE LESSOR UNDER THE MASTER LEASE ("LESSOR"). Sublessee shall not commit or nor permit to be committed on the Subleased Premises or on any other portion of the Project subleased premises any act or omission which violates shall violate any term or condition of the Master Lease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto will, by renegotiations termination of Sublessor's interest as Tenant under the Master LeaseLease for any reason, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in then this Sublease shall prevent or prohibit terminate coincidentally therewith without any liability of Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or Sublessee. SUBLESSEE SHALL BE ENTITLED TO THE BENEFIT OF ALL OF THE OBLIGATIONS OF LESSOR PURSUANT TO THE MASTER LEASE WITH RESPECT TO THE BUILDING AND THE DEMISED PREMISES, INCLUDING BUT NOT LIMITED TO THE OBLIGATIONS TO REPAIR AND RESTORE AND PROVIDE OR RENDER WORK OR SERVICES, AND SUBLESSEE AGREES THAT SUCH OBLIGATIONS SHALL BE THE RESPONSIBILITY OF LESSOR AND NOT THOSE OF SUBLESSOR. IN THE EVENT LESSOR SHALL FAIL OR REFUSE TO COMPLY WITH ANY OF THE TERMS OF THE MASTER LEASE, SUBLESSEE SHALL HAVE THE RIGHT, IN ITS OWN NAME AND AT ITS OWN COST, TO REQUIRE AND OBTAIN PERFORMANCE BY LESSOR PURSUANT TO THE TERMS OF THE MASTER LEASE. SUBLESSEE SHALL LOOK SOLELY TO LESSOR FOR THE PERFORMANCE OF ALL SERVICES REQUIRED TO BE PERFORMED BY LESSOR UNDER THE MASTER LEASE, AND SHALL NOT UNDER ANY CIRCUMSTANCES SEEK NOR REQUIRE SUBLESSOR TO PERFORM ANY OF SUCH SERVICES, NOR SHALL SUBLESSEE MAKE ANY CLAIM UPON SUBLESSOR FOR ANY DAMAGES WHICH ARISE BY REASON OF THE NEGLIGENCE, WHETHER BY OMISSION OR COMMISSION OF LESSOR. (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the Master Lease in Exhibit A are incorporated herein, and shall together with the except for paragraphs 1.4, 1.5, 1.6, 3.1, 3.2, 4.1, 5.1, 6.1, 6.2, 19.2, AND ADDENDUM PARAGRAPHS I, II, III, AND EXHIBIT C, as terms and conditions specifically of this Sublease (with each reference therein to Landlord and Tenant to be deemed to refer to Sublessor and Sublessee) and along with all of the following paragraphs set forth out in this Sublease constitute Sublease, shall be the complete terms and conditions of this Sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areasCommon Areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, Lessor under the Master Lease, Lease to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areasCommon Areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission omission, which violates any term term, or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the express terms thereof or (b) from assigning its interest in this SubleaseSublease or subletting the Premises to any other third party. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease and the Addendum hereto, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall solely be the obligation of Sublessor: Lease Date, Lessor, Lessee, Term, Rent, Security Deposit and Broker from the Basic Lease Provisions; sections 2, 4, 5, 6, 7, 16, 19, 29(b), 34(b), 35, 39(j) and Exhibit C of the Master Lease, and all provisions of the Amendment except for the provision extending the term of the Master Lease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease Sublessee is subject to all of the terms and conditions of the Master Lease. , Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas. , Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this SubleaseSublease or subletting the Premises to any other third party. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease, except as specifically exempted herein. Sublessee hereby assumes shall assume and agrees to perform all of the obligations of Lessee under the Master in said Lease to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees premises subleased pursuant to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areasthis Sublease. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project subleased premises any act or omission which violates shall violate any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the Master Lease attached hereto, are incorporated hereinherein (except for Articles 1.3, 1.5, 1.10, 49, 50 -- and shall together with Exhibit B to the Lease,) in their entirety as terms and conditions specifically of this Sublease (with each reference therein to Landlord and Tenant to be deemed to refer to Sublessor and Sublessee) and along with all the following paragraphs set forth out in this Sublease constitute Sublease, shall be the complete terms and conditions of this Sublease. 2.3 The parties hereto agree that the Sublessee's obligations under this Sublease are conditioned Sublessor obtaining and providing to Sublessee the Lessor's written consent to the term and conditions of this Sublease within forty five (45) days after the final execution of the Letter of Intent by Sublessor and Sublessee. Such consent shall be in a form and content acceptable to Sublessee. In the event Sublessee has not notified Sublessor within forty-five (45) days from the mutual execution of the Letter of Intent that all of the above conditions are completed, satisfied or waived, this Sublease shall terminate and be of no further force or effect and the parties shall be relieved of all obligations and liability hereunder.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Except to the extent that this Sublease is subject to clearly indicates otherwise, all of the terms and conditions of the Master Lease and all riders and amendments thereto which are initialed by both parties are incorporated into and made a part of this Sublease as if Sublessor were the Landlord thereunder, Sublessee the Lessee thereunder, and the Premises the Master Premises, except for the following terms and conditions: In the body of the Master Lease, Articles: 1, 2 (a) (e) (f), 17, 33, 35 (f) (g) (n), 36, 37, 00, Xxxxxxxx "X", "X", "X", "X". Sublessee hereby assumes and agrees to perform all of the Lessee's obligations of Lessee under the Master Lease during the Term to the extent said that such obligations apply are applicable to the Subleased Premises as defined in article 3 hereof. Without limiting the foregoing, Sublessee shall name Sublessor and Sublessee's use Landlord as additional insureds under the insurance policies required to be carried by Sublessee pursuant to the incorporation of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under insurance paragraphs of the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project suffer any act or omission which violates that will violate any term or condition of the provisions of the Master Lease. Except Notwithstanding the foregoing or anything to the extent waived or consented to contrary in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignmentSublessee acknowledges and agrees that Sublessor shall not be obligated to perform any of the obligations or to supply or render any of the services in the Master Lease required to be performed, sublettingsupplied or rendered by Landlord. Sublessee shall look solely to the Landlord for the performance for any of the foregoing obligations and services so long as Sublessor is not in default under the Master Lease and has not commenced to cure such default, default or any other voluntary actionin which event Sublessee shall look solely to the Sublessor for the performance thereof to the extent Sublessor is responsible under the Master Lease ; provided, avoid or seek to avoid however, unless requested by Landlord, all requests by Sublessee for the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights any of the other party or parties hereto who are affected thereby against impairmentforegoing matters shall be submitted to Landlord by Sublessor. Nothing contained Sublessor shall exercise due diligence in this Section 2.1 or elsewhere in attempting to cause Landlord to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall prevent terminate and the parties shall be relieved of any further liability or prohibit obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessee under this Sublease and/or the Master Lease, Sublessee shall be liable to the Sublessor (a) from exercising its for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease pursuant to in the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All event of the terms and conditions contained in partial or total damage, destruction, or condemnation of the Master Lease Premises or the building or project of which the Master Premises are incorporated hereina part, and the exercise of such right by Sublessor shall together with the terms and conditions specifically set forth in this Sublease not constitute the complete terms and conditions of this Subleasea default or breach hereunder.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas, except as specifically set forth herein. Sublessor Sublandlord hereby agrees to cause Lessor, Lessor under the Master Lease, Lease to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas. Sublessee Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its If Sublandlord is given the right under the Master Lease to terminate the Master Lease pursuant (e.g., in case of destruction). Subtenant shall have the right, in its sole discretion, to determine whether it wishes to have the terms thereof or (b) from assigning Master Lease terminated. If Subtenant elects to have the Master Lease terminated, Subtenant shall terminate this Sublease, and Sublandlord shall in turn terminate the Master Lease. As long as Subtenant is not in default of any provision of this Sublease, Sublandlord shall be obligated to perform all its interest in obligations under the Master Lease, and Subtenant shall have quiet enjoyment of the Premises during the term of this Sublease. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall solely be the obligation of Sublandlord: 1, 4 (first sentence only), 17, 37(c), Addendum #1,2, Exhibit "C". 2.3 This Sublease is subject and subordinate to the Master Lease. Except as specifically provided in this Sublease, all the terms, covenants and conditions contained in the Master Lease shall be applicable to this Sublease with the same force and effect as if Sublandlord were the Landlord and Subtenant were the Tenant under the Master Lease. In case of any breach by Subtenant, Sublandlord shall have al the rights against Subtenant as would be available to Landlord against Tenant if such breach were by Tenant under the Master Lease. 2.4 Notwithstanding anything contained in this Sublease to the contrary, the only services or rights to which Subtenant is entitled under this Sublease are those to which Sublandlord is entitled under the Master Lease and Subtenant will look to the Master Landlord under the Master Lease for all such services and rights. If the approval of Landlord is required under the Master Lease, then Subtenant shall obtain the approval of both Sublandlord and Master Landlord. 2.5 Subtenant shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Master Landlord under the Master Lease, and Subtenant shall indemnify and defend Sublandlord from and against all claims of any kind whatsoever by reason of any breach or default of Subtenant which caused the Master Lease to be terminated or forfeited.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 5.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee Subtenant hereby assumes and agrees to perform all of the obligations of Lessee "Lessee" under the Master Lease to the extent said such obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas, except as specifically set forth herein. Sublessor Sublandlord hereby agrees to cause Lessor, Master Landlord under the Master Lease, Lease to perform all of the obligations of Lessor Master Landlord thereunder to the extent said obligations apply to the Subleased Premises and SublesseeSubtenant's use of the common areasCommon Areas. Sublessee Subtenant shall not commit or permit to be committed on the Subleased Premises Premises, the Common Areas, or on any other portion of the Project property any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party butparty, but will at all times, times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere Subject to the foregoing and except as otherwise provided herein, nothing in this Sublease shall prevent or prohibit Sublessor Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest interests in this SubleaseSublease to any affiliate of Sublandlord, or from subletting any other portion of the Premises to any other third party. 2.2 All 5.2 This Sublease shall be subject and subordinate to all of the terms and conditions contained provisions of the Master lease, and Master Landlord shall have all rights in respect of the Master Lease are incorporated herein, and shall together with the terms and conditions specifically Subleased Premises as set forth therein. Except for payments of rent under Section 4 of the Master Lease (which payments shall be made by Sublandlord), and, except as otherwise provided in Section 7 hereof, Subtenant hereby assumes and agrees to perform for Sublandlord's benefit, during the term of this Sublease constitute Sublease, all of Sublandlord's obligations under the complete terms and conditions Master lease insofar as they relate to the Subleased Premises (hereinafter the "Assumed Obligations"), which accrue during the term of this Sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease shall be of no force and effect unless and until the Lessor/Landlord under the Master Lease shall grant its consent in writing thereto and this Sublease is subject to all of the terms and conditions of the Master Lease. Lease except as specifically exempted herein and Sublessee hereby assumes shall assume and agrees to perform all of the obligations of Lessee under the Sublessor as Lessee/Tenant in said Master Lease to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor hereby agrees subleased pursuant to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areasthis Sublease. Sublessee shall not commit or permit to be committed on the Subleased subleased Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master Lease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto will, by renegotiations termination of Sublessor’s interest as Lessee/Tenant under the Master LeaseLease for any reason, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in then this Sublease shall prevent or prohibit terminate coincidentally therewith without any liability of Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 Sublessee. All of the terms and conditions contained in the Master Lease are incorporated herein, and shall together with the herein except in paragraph 12 as terms and conditions specifically of this Sublease (with each reference therein to Lessor/Landlord and Lessee/Tenant to be deemed to refer to Sublessor and Sublessee) and along with all of the following paragraphs set forth out in this Sublease constitute Sublease, shall be the complete terms and conditions of this Sublease. In cases of any conflicts between the terms of this Sublease and the terms of the Master Lease, the terms of the Master Lease shall prevail.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. During the Term of this Sublease, Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Master Lessor, under the Master Lease, to perform all of the obligations of Master Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee's ’s use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease. The following paragraphs of the Master Lease shall not be included in this Sublease: 1.3.2; 1.4; 1.8; 1.12; 1.15; Exhibit B Work Letter; 4- Expenses and Taxes, except any expenses in excess of 2013 Base Year which is defined as $1.20/rsf/month ($3,690.00) for all the operating expenses as defined in paragraph 5, which excess, if any, above said 2013 Base Year shall be at Sublessee’s cost as further defined herein; Exhibit F: 2, 3, and 5. Although all information furnished regarding property for sale, rental, or financing is from sources deemed reliable, such information has not been verified, and no express representation is made nor is any to be implied as to the accuracy thereof, and it is submitted subject to errors, omissions, change of price, rental or other conditions, prior sale, lease or financing, or withdrawal without notice and to any special conditions imposed by our principal.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 5.1 This Sublease is and at all times shall be subject and subordinate to all of the terms and conditions of the Master Lease. Sublessee hereby assumes shall take no action which would cause Sublessor to be in default of its obligations under the Lease, and agrees to Sublessee shall perform all of the its obligations under this Sublease, and Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of Lessee Sublessee's failure to do so. Sublessor shall fully perform all of its obligations under the Master Lease (except to the extent said any of the same are the obligation of Sublessee hereunder) and shall indemnify and hold Sublessee harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorneys' fees and costs, arising out of Sublessor's failure to do so. Upon any termination of the Lease, this Sublease shall terminate concurrently therewith except as otherwise provided in the Consent of Landlord to Sublease and without any liability of Sublessor to Sublessee; provided, however, that a Lease termination due to Sublessor's default of its obligations apply under the Lease or this Sublease, shall be subject to the Subleased Premises and Sublessee's use indemnification set forth above. Sublessor shall not enter into any amendment or modification of the common areasLease without the consent of Sublessee, except as specifically set forth herein. nor shall Sublessor hereby agrees consent to cause Lessora termination of the Lease or exercise any option to terminate the Lease that it may have, under or surrender the Master Lease, to perform all without the prior written consent of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises Sublessee which will not unreasonably be withheld (and Sublessee's use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action except as may be necessary or appropriate to protect the rights specifically permitted by this Sublease). 5.2 Except for paragraphs 1, 2, 3, 49, and 52 of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from exercising its right to terminate Lease; and the Master Lease pursuant second sentence of paragraph 9 of Exhibit B to the terms thereof or Lease (b) from assigning its interest in this Sublease. 2.2 All the "Tenant Improvement Agreement"); all of the terms and conditions contained in the Master Lease in the form attached hereto as Exhibit A are incorporated herein, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete herein as terms and conditions of this Sublease. All references in the Lease to the "Lease" or the "lease" shall be deemed to refer to this Sublease and all references in the Lease to "Landlord" and "Tenants shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in Paragraph 12, 13, 23, 24, 27, 33, 34, 36, 39, 40, and 41 of the Lease shall be deemed to refer to both Landlord and Sublessor and any reference in Paragraphs 11 (except that Sublessee's reimbursement of insurance premiums paid by Landlord for the Premises shall be paid to Sublessor), 16, 20, 25, 26, 29, 30, 31, 32, 35, 37, and 53 of the Lease shall be deemed to refer to Landlord only; provided, however, that Sublessor shall use reasonable efforts to enforce the obligations of Landlord pursuant to Paragraphs 11, 16, 20, 25, 26, 29, 30, 31, and 32 of the Lease for the benefit of Sublessee. Such efforts shall include the following: (i) upon Sublessee's written request, promptly notifying Landlord of any nonperformance under the Lease and requesting that Landlord perform its obligations thereunder; and (ii) after the time by which Landlord must cure a breach has expired, cooperating with Sublessee to institute, in the name of Sublessor, such legal proceedings as may be appropriate, with legal counsel selected by Sublessee and approved by Sublessor, to enforce the obligations of Landlord under the Lease (including the execution of such documents as may be reasonably required by such legal counsel). Sublessor and Sublessee shall be entitled to jointly control the conduct of the litigation; provided, however, that in the conduct of any litigation brought against Landlord to enforce its obligations under the Lease for the benefit of Sublessee, both Sublessor and Sublessee shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to ensure that Landlord will fully perform its obligations under the Lease, and no action may be taken which may materially and adversely affect the other party's rights or obligations under the Lease or Sublease without such other party's consent, including settlement. All reasonable costs incurred in connection with any enforcement undertaken by Sublessor at the request of Sublessee shall be paid by Sublessee. Sublessor agrees; however, that if Sublessor is the prevailing party in any action instituted against Landlord at Sublessee's request to enforce the obligations of Landlord under the Lease, and Sublessor recovers any attorneys' fees and costs from Landlord in connection therewith, Sublessor shall apply the amount recovered by Sublessor to any attorneys' fees and costs incurred by Sublessor in connection with such action (to the extent such fees and costs have not yet been paid or reimbursed by Sublessee) and, to the extent that Sublessee has incurred and paid legal fees in connection with such action, the balance, if any, of the amount recovered by Sublessor shall be paid to Sublessee.