Common use of PROVISIONS REGARDING MASTER LEASE Clause in Contracts

PROVISIONS REGARDING MASTER LEASE. (a) This Sublease and all rights of the parties hereunder are subject and subordinate to the Master Lease and to Master Landlord’s rights under its terms. (b) Subtenant shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Sublease, and shall refrain from performing any act which is prohibited by the negative covenants of the Master Lease. Subject to the provisions of Section 18 above, Sublandlord shall have the right to enter the Sublease Premises to cure any default by Subtenant under this Section. (c) If Subtenant desires to take any action which requires the consent of Master Landlord under the terms of the Master Lease, then: (a) except as expressly provided otherwise in this Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord and Master Landlord; and (c) at Subtenant’s request, Sublandlord shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party costs reasonably incurred by Sublandlord in seeking or procuring Master Landlord’s consent. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord and Master Landlord fails to give Master Landlord’s approval or consent. (d) All of the following terms and conditions of the Master Lease are incorporated herein by this reference: 4.2 (entitled “Compliance With Laws” (but excluding the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time of Essence”), 27.8 (entitled Waiver of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”). Notwithstanding that all terms of the Master Lease are not fully incorporated herein, Subtenant acknowledges receipt of a full and complete copy of the Master Lease and acknowledges that its terms remain unmodified and in full force and effect. (e) As between Sublandlord and Subtenant, in the event of a conflict between the provisions of the Master Lease and the provisions of this Sublease, the provisions of this Sublease shall control.

PROVISIONS REGARDING MASTER LEASE. (a) 16.1. This Sublease and all rights of the parties Parties hereunder are subject and subordinate to the Master Lease. The Parties hereby acknowledge, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Landlord’s rights Lease which by their nature are intended to benefit the party in possession of the Sublease Premises, and in order to protect Sublandlord against a Default by Subtenant which might cause a default by Sublandlord under its termsthe Master Lease, Sublandlord and Subtenant covenant and agree as set forth in this Article 16. (b) 16.2. Except as expressly modified herein or otherwise excluded herein, and for purposes of incorporation thereof into this Sublease, the provisions of the Master Lease are hereby expressly incorporated into this Sublease with the term “Sublandlord” substituted for Landlord and the term “Subtenant” substituted for Tenant and the term “Sublease” substituted for Lease. 16.3. Except as otherwise expressly provided in this Sublease, Subtenant shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Sublease, and shall refrain from performing any act which is prohibited by the negative covenants of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Sublease Premises. If practicable, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Master Lease at least five (5) days prior to the date when Sublandlord’s performance is required under the Master Lease. Subject to the provisions of Section 18 2.3 above, Sublandlord shall have the right to enter the Sublease Premises to cure any default by Subtenant under this SectionSection 16. 16.4. It is expressly agreed that: (ca) if the Master Lease should terminate prior to the Expiration Date, except to the extent such early termination arises from Sublandlord’s default thereunder, Sublandlord shall have no liability to Subtenant; and (b) to the extent that the Master Lease grants Sublandlord any discretionary right to terminate the Master Lease, whether due to casualty, condemnation, by election by Sublandlord or otherwise, Sublandlord shall be entitled to exercise or not exercise such right in its sole and absolute discretion and without liability to Subtenant; provided, that nothing in this Section 16.4 prevents Subtenant from entering into a direct lease with Master Landlord if the Master Lease is terminated prior to the Expiration Date, under the terms stated in the Consent. 16.5. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to apply under this Sublease and inure to the benefit of both Sublandlord and Master Landlord. 16.6. If Subtenant desires to take any action which requires the consent of Master Landlord under the terms of the Master Lease, then: , notwithstanding anything to the contrary herein: (a) except as expressly provided otherwise in this Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord and Master Landlord; and (c) at Subtenant shall request that Sublandlord obtain Master Landlord’s consent on Subtenant’s request, behalf and Sublandlord shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to the Master Landlord’s initial consent to this SubleaseLandlord Consent, Subtenant shall pay all third party costs reasonably incurred by Sublandlord in seeking or procuring Master Landlord’s consent. Any approval or consent required of Sublandlord conclusively shall be conclusively deemed reasonably withheld if approval or consent also is required of the Master Landlord Landlord, and Master Landlord fails to give Master Landlord’s approval or consent. (d) All of 16.7. Subtenant shall protect, defend, indemnify and hold harmless Sublandlord and the Sublandlord Related Parties from any and all Losses resulting, directly or indirectly, from Subtenant’s Default under this Sublease. 16.8. Notwithstanding anything to the contrary contained herein, the following terms and conditions provisions of the Master Lease are incorporated herein by this referenceshall specifically apply, with Subtenant assuming the obligations and obtaining the rights of the Tenant thereunder: 4.2 Sections 2 (entitled “Compliance With Laws” (but excluding the first sentence)with Sublease Premises substituted for Premises), 16 3, 4.3-4.5, 5, 7.3 (entitled “Landlord’s Default”modified to reflect that Sublandlord is providing security services under the Facilities Agreement and including such services in the Operating Expenses under this Sublease), 17 9 (entitled “Landlord’s Financing”modified to reflect the agreement of the parties that Subtenant shall not be required to remove any Cable or improvement present at the Property as of the Effective Date), 18 10.1, 10.3, 11.1, 11.2, 12, 13.1-13.3 (entitled “Tenant’s Financing”except as modified by Section 9 of this Sublease), 23 14, 15.1, 15.3, 16.1, 16.2.3, 17, 18 and 19 (entitled “Estoppel Certificate”both to the extent addressed in Sublease Section 11.1), 27.4 (entitled “Survival”)21, 27.7 (entitled “Time of Essence”)23-24, 27.8 (entitled Waiver of Common Law”)26, 27.10 (entitled “Governing Law/Venue/Waiver of Jury”)29, 27.11 (entitled “Force Majeure”)33.1-33.7, 27.12 (entitled “Headings”)33.9-33.12, 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”)33.14; Exhibit B. 16.9. Notwithstanding that all terms of the Master Lease are not fully incorporated herein, Subtenant acknowledges receipt of a full and complete copy of the Master Lease and acknowledges that its terms remain unmodified and in full force and effect. (e) As between Sublandlord and Subtenant, in the event of a conflict between the provisions of the Master Lease and the provisions of this Sublease, the provisions of this Sublease shall control.

PROVISIONS REGARDING MASTER LEASE. (a) 16.1 This Sublease and all rights of the parties hereunder are subject and subordinate to the Master Lease. The parties hereby acknowledge, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Landlord’s rights Lease which by their nature are intended to benefit the party in possession of the Sublease Premises, and in order to protect Sublandlord against a Default by Subtenant which might cause a default by Sublandlord under its termsthe Master Lease, Sublandlord and Subtenant covenant and agree as set forth in this Article 16. (b) 16.2 Except as expressly set forth in this Sublease to the contrary or modified herein, or otherwise excluded, the provisions of the Master Lease are hereby expressly incorporated into this Sublease with the term “Sublandlord” substituted for Landlord, the term “Subtenant” substituted for Tenant and the term “Sublease substituted for Lease and the term “Sublease Premises” substituted for “Premises”. Notwithstanding the foregoing, Sublandlord and Subtenant agree that Sublandlord shall not be responsible or liable to Subtenant for the performance or nonperformance of any obligations of Master Landlord under the Master Lease, including, without limitation, providing any insurance, performing any services, providing any utilities or other similar services, performing any maintenance or making any improvements or repairs, compliance with any laws with respect to the Sublease Premises and/or taking any other action relating to the operation, maintenance, repair, alteration or servicing of the Sublease Premises that Master Landlord may have agreed to provide, furnish, make, comply with, or take, or cause to be provided, furnished, made, complied with or taken under the Master Lease. 16.3 Except as otherwise expressly provided in this Sublease, Subtenant shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Sublease, and shall refrain from performing any act which is prohibited by the negative covenants of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Sublease Premises. If practicable, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Master Lease (including, without limitation, providing any notices) at least five (5) days prior to the date when Sublandlord’s performance is required under the Master Lease. Subject to the provisions of Section 18 2.3 above, Sublandlord shall have the right to enter the Sublease Premises to cure any default Default by Subtenant under this Section. 16.4 It is expressly agreed that: (ca) if the Master Lease should terminate prior to the Expiration Date of this Sublease, Sublandlord shall have no liability to Subtenant, except as expressly set forth herein; and (b) to the extent the Master Lease grants Sublandlord any discretionary right to terminate the Master Lease, whether due to casualty, condemnation, by election by Sublandlord or otherwise, Sublandlord shall be entitled to exercise or not exercise such right in its sole and absolute discretion and without liability to Subtenant. Notwithstanding the foregoing, if the Master Lease should terminate as a result of a voluntary termination of the Master Lease by Sublandlord, Sublandlord shall, upon written request by Subtenant, execute a quitclaim bxxx of sale to Subtenant for consideration of $1.00 from Subtenant for the Furniture, without representation or warranty as to title, condition, or suitability or fitness for Subtenant’s use. In the event of such voluntary termination by Sublandlord, Sublandlord shall give Subtenant not less than thirty (30) days’ prior written notice of such termination and Sublandlord shall use commercially reasonable efforts to obtain an nondisturbance agreement or a direct lease between Master Landlord and Subtenant for a term that is of the same duration as the then remaining Term. In the event Master Landlord agrees to enter into a nondisturbance agreement or a direct lease with Subtenant, then until the Expiration Date set forth in Section 1.6, Sublandlord shall be obligated to pay to Master Landlord the difference, calculated on a monthly basis, between the Base Rent payable under this Sublease and the base rent payable under the direct lease between Master Landlord and Subtenant (the “Base Rent Differential”), which Base Rent Differential shall be agreed upon in writing between Master Landlord and Sublandlord. Subtenant hereby acknowledges and agrees that (i) Sublandlord shall have no obligation to pay any Base Rent Differential beyond the Expiration Date set forth in Section 1.6 and (ii) Sublandlord shall have no liability to Subtenant in the event that, despite Sublandlord’s commercially reasonable efforts, Master Landlord is unwilling to enter into a nondisturbance agreement or a direct lease with Subtenant. Notwithstanding the foregoing, to the extent the Master Lease grants Sublandlord a discretionary right to terminate the Master Lease as a result of casualty, condemnation or a default by Master Landlord under the Master Lease, Sublandlord shall be entitled to exercise or not exercise such right in its sole and absolute discretion without any liability to Subtenant and without any obligation to pay any Base Rent Differential described above. 16.5 Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to apply under this Sublease and inure to the benefit of both Sublandlord and Master Landlord. 16.6 If Subtenant desires to take any action which requires the consent of Master Landlord under the terms of the Master Lease, then: , notwithstanding anything to the contrary herein: (a) except as expressly provided otherwise in this Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord and Master Landlord; and (c) at Subtenant shall request that Sublandlord obtain Master Landlord’s consent on Subtenant’s request, behalf and Sublandlord shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party costs reasonably incurred by Sublandlord in seeking or procuring Master Landlord’s consent. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord Landlord, and Master Landlord fails to give Master Landlord’s approval or consent. 16.7 Subtenant shall protect, defend, indemnify and hold harmless Sublandlord from any and all liability, damages, liabilities, claims, proceedings, actions, demands and costs (dincluding reasonable attorneys’ fees) All of resulting, directly or indirectly, from Subtenant’s Default under this Sublease. 16.8 Notwithstanding anything to the contrary contained herein, the following terms and conditions of the Master Lease are incorporated herein by this reference: 4.2 (entitled “Compliance With Laws” (but excluding the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time of Essence”), 27.8 (entitled Waiver of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”). Notwithstanding that all terms of the Master Lease are not fully incorporated herein, Subtenant acknowledges receipt of a full and complete copy of the Master Lease and acknowledges that its terms remain unmodified and in full force and effect. (e) As between Sublandlord and Subtenant, in the event of a conflict between the provisions of the Master Lease shall not apply to the benefit of Subtenant and the provisions of are excluded from this Sublease: Sections 1 (Premises), 2 (Possession and Lease Commencement), 3 (Term), 8.B(5) (Self-Insurance; Deductibles), 8.D (Landlord’s Indemnification), 19 (Security Deposit), Section 21A(3) (Permitted Transfer), 39.A (Base Rent), 39.B (Option to Renew), 39C (One-Time Option to Expand), 39.D (Right of First Opportunity), 39.E (One-Time Decrease of Initial Premises) 39.G (Signage), 39.H (Letter of Credit), 39.I (BOMA Method of Measurement), 39.K (Early Access) and Exhibit C of the provisions Original Lease; Sections 1(c), 2 (Rent), 3 (Security Deposit), 5 (Tenant Improvements), 6 (Early Access), 7 (Assignment and Subletting), 8 (BOMA Method of this Measurement), and 10 (Security System) of the First Amendment; the entire Second Amendment, other than Section 4 thereof; and Sections II (Base Rent), IV (Representation) and V (Other Pertinent Provisions) of the Third Amendment. 16.9 Sublandlord agrees, upon prior written request of Subtenant, to (a) notify Master Landlord if Master Landlord has failed to perform any of its obligations with respect to the Sublease Premises pursuant to the terms of the Master Lease, and (b) use commercially reasonable efforts, at Subtenant’s sole cost and expense, to cause Master Landlord to provide, furnish, or comply with any of Master Landlord’s obligations under the Master Lease (provided, however, that Sublandlord shall controlnot be obligated to use such efforts or take any action which, in Sublandlord’s judgment, might give rise to a default by Sublandlord under the Master Lease or which require Sublandlord to institute legal proceedings against Master Landlord). Sublandlord shall use commercially reasonable efforts to perform its obligations under the Master Lease pursuant to the terms of the Master Lease.

PROVISIONS REGARDING MASTER LEASE. (a) 15.1 This Sublease and all rights of the parties hereunder hereunder, are subject and subordinate to all of the terms, covenants and conditions of the Master Lease, except as otherwise expressly provided to the contrary in this Sublease. Each party agrees that it will not, by its act or omission to act, cause a default under the Master Lease. In furtherance of the foregoing, the parties hereby acknowledge, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Landlord’s rights Lease which by their nature are intended to benefit the party in possession of the Sublease Premises, and in order to protect Sublandlord against a Default by Subtenant which might cause an event of default by Sublandlord under its termsthe Master Lease, Sublandlord and Subtenant covenant and agree as set forth in this Article 15. 15.2 Except as otherwise expressly provided in this Sublease, Sublandlord shall (bi) maintain the Master Lease throughout the Sublease Term, and (ii) perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Sublease Premises and/or which are not otherwise to be performed hereunder by Subtenant on behalf of Sublandlord (including, without limitation, all obligations of the “tenant” under the Master Lease with respect to the Reserved Premises), unless Sublandlord is prevented from performing such due to Subtenant’s actions or inactions, including a Default by Subtenant. Except as otherwise expressly provided in this Sublease, Subtenant shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Subleasecovenants, and shall refrain from performing any act which is prohibited by the negative covenants covenants, of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Sublease Premises. Subject In addition, whenever any period for notice from “Tenant” to “Landlord” is specified under the Master Lease, or any period within which “Tenant” is required to do anything under the Master Lease, the period applicable to Subtenant’s obligation to give such notice to Sublandlord or to perform under this Sublease shall be two (2) business days shorter than the corresponding period applicable to “Tenant” or “Lessee” under the Master Lease (so that Sublandlord shall always have at least two (2) business days within which to give its own notice or performance to Master Landlord); further, wherever any period for notice from “Landlord” or “Lessor” to “Tenant” or “Lessee” is specified under the Master Lease, Sublandlord shall similarly have an additional period of at least two (2) business days within which to give notice to Subtenant under this Sublease. 15.3 Sublandlord shall not agree to an amendment to the provisions Master Lease which would prevent or adversely affect Subtenant’s use of Section 18 abovethe Sublease Premises in accordance with the terms of this Sublease, increase Subtenant’s obligations or decrease Subtenant’s rights under this Sublease, shorten the term of this Sublease or increase the rental or any other sums Subtenant is required to pay under this Sublease, unless Sublandlord shall first obtain Subtenant’s prior written approval to such amendment. However, it is expressly agreed that if, without the fault of Sublandlord, the Master Lease should terminate prior to the Expiration Date, Sublandlord shall have no liability to Subtenant. Sublandlord agrees that except to the extent the Master Lease grants Sublandlord any discretionary right to enter terminate the Master Lease due to casualty or condemnation, Sublandlord shall not voluntarily terminate the Master Lease or surrender the Sublease Premises to cure any default by Subtenant under this SectionMaster Landlord. 15.4 So long as Subtenant is not in Default, Subtenant shall be entitled to all of the services and benefits with respect to the Sublease Premises which are to be provided by Master Landlord under the Master Lease. Notwithstanding anything to the contrary, Sublandlord shall have no duty to perform any obligations of Master Landlord which are, by their nature, the obligation of an owner or manager of real property. By way of illustration, Sublandlord shall not be obligated: (a) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease to provide, (b) to make any of the repairs or restorations that Master Landlord has agreed in the Master Lease to make, (c) to comply with any laws with which Master Landlord has agreed in the Master Lease to comply, if any, (d) to comply with any insurance provisions of the Master Lease with which Master Landlord has agreed in the Master Lease to comply, or (e) to take any action with respect to the operation, administration or control of the Project or any of the Common Areas that Master Landlord has agreed in the Master Lease to take. Sublandlord shall have no responsibility for or be liable to Subtenant for any default, failure or delay on the part of Master Landlord in the performance or observance by Master Landlord of any of its obligations under the Master Lease, nor shall such default by Master Landlord affect this Sublease or waive or defer the performance of any of Subtenant’s obligations under this Sublease, including without limitation the obligation to pay Rent (except to the extent Sublandlord actually offsets or is otherwise relieved from paying rent under the Master Lease that is attributable to the Sublease Premises); and Subtenant hereby expressly waives the provisions of any statute, ordinance or judicial decision, now or hereafter in effect, which would give Subtenant the right to make repairs at the expense of Sublandlord, or to claim any actual or constructive eviction by virtue of any interruption in access, services or utilities to, or any failure to make repairs in or to, the Sublease Premises or the Building. Notwithstanding the foregoing, the parties do contemplate that Master Landlord will, in fact, perform its obligations under the Master Lease, that Sublandlord shall use good faith and diligent efforts to enforce the rights of the “Tenant” under the Master Lease on behalf of Subtenant, and that in the event of any default or failure of such performance by Master Landlord, Sublandlord agrees that it will, upon notice from Subtenant, promptly make demand upon Master Landlord to perform its obligations under the Master Lease and, provided that Subtenant specifically agrees to pay all out-of-pocket costs and expenses of Sublandlord and provides Sublandlord with security reasonably satisfactory to Sublandlord to pay such costs and expenses, Sublandlord will take appropriate legal action to enforce the Master Lease. Any non-liability, release, waiver, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to apply under this Sublease and inure to the benefit of both Sublandlord and Master Landlord. 15.5 If Subtenant desires to take any action which requires the consent of Master Landlord under the terms of the Master Lease, then: , notwithstanding anything to the contrary herein: (a) except as expressly provided otherwise set forth in this Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord and Master Landlord; and (c) at Subtenant shall request that Sublandlord obtain Master Landlord’s consent on Subtenant’s request, behalf and Sublandlord shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party out-of-pocket costs reasonably incurred by Sublandlord in seeking or procuring Master Landlord’s consentconsent (provided that Sublandlord, not Subtenant, shall be responsible for paying any fees or charges due and payable to Master Landlord in connection with Master Landlord’s Consent to this Sublease). Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord Landlord, and Master Landlord fails denies consent to give the same request. In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. 15.6 Notwithstanding any other provision of this Sublease, Subtenant shall not have any rights hereunder that are personal to Sublandlord, its affiliates or its Permitted Transferees (as defined in the Master Lease and made applicable to Subtenant) as expressly provided in the Master Lease. Furthermore, (i) all representations and warranties made by Master Landlord in the Master Lease are made solely by Master Landlord and not by Sublandlord, (ii) any rights of Sublandlord to extend, renewal, expand, contract, cancel or terminate the Master Lease shall not apply to or benefit Subtenant in any manner, and (iii) Subtenant shall not have any right to require that Sublandlord otherwise exercise any option for Subtenant’s benefit. 15.7 In addition to the obligations of Subtenant under the terms of this Sublease as set forth in this Sublease (and except as otherwise expressly provided to the contrary in this Sublease), Subtenant shall also have and perform for the benefit of Sublandlord all obligations of the “Tenant” as are set forth in the Master Lease, which are hereby incorporated into this Sublease as though set forth herein in full, substituting “Subtenant” wherever the term “Tenant” appears, “Sublandlord” wherever the term “Landlord” appears, and “Sublease Premises” wherever the term “Premises” appears (except for the definition of Premises, Tenant’s Address and Landlord’s approval or consent. (d) All of Address in the Basic Lease Information). Notwithstanding the foregoing, the following terms and conditions provisions of the Master Lease are hereby expressly excluded from this Sublease and not incorporated herein by herein, except as expressly set forth or referenced elsewhere in this referenceSublease, and then only to the extent so set forth or referenced: 4.2 Those components of the Basic Lease Information relating to the Term, Commencement Dates, Base Rent, Rent Abatement, Base Years, Letter of Credit, Tenant Improvements, Tenant’s Proportionate Share, Parking Spaces (entitled “Compliance With Laws” except as applicable to Subtenant’s Share of such parking pursuant to this Sublease), and Brokers; Sections 2 (but excluding the Lease Grant), 3 (Tender of Possession), 4 (Rent), 5 (Delinquent Payments), 6 (Security Deposit, Letter of Credit), 7(a) (third sentence only) (Services and Utilities), 7(c) (subsection z) (Common Areas), 8(e) (second sentence) (Signs), 8(g) (Building Top Signage), 10(f)(Cancellation), 10(g) (Additional Compensation), 12(a) (first sentence), last two sentences, and any reference to a non-disturbance agreement) (Subordination), 16 25(a) (entitled Hazardous Materials, Landlord Representation), 26(d) (Brokerage), 26(f) (Notices), 29 (Contraction Right), 30 (Satellite Dish), 31 (first sentence only) (Tenant Parking), 34 (Roof Deck); first sentence of Section 5 (Proposition 8 Reduction) and Section 10 (Audit) of Exhibit C (Additional Rent, Taxes and Insurance), Exhibits E (Work Letter), F (Confirmation of Commencement Date), K (Base Building Work), L (Renewal Option), M (Form of Letter of Credit), N (List of Approved Banks) and O (Form of SNDA); First Amendment Sections 1 (Commencement Dates), 2 (Lease Expiration Date), 5 (Roof Deck), 6 (Expansion Space), 7 (Expansion Option for MAWF Suite), 8 (Contraction Right), 9 (Building Lobby), and 11 (Brokers). Furthermore, notwithstanding the foregoing, in the following provisions on the Master Lease which are incorporated herein, all references to “Landlord’s Default” shall refer only to “Master Landlord”: Sections 7(a) and 7(c) (Services and Utilities, Common Areas), 17 8(b)(i) (entitled “Repairs, Maintenance by Landlord), 9(b) (Disabilities Acts), 11(b) (Landlord’s Financing”Insurance), 18 13 (entitled “Tenant’s Financing”Rules and Regulations), 14 (Condemnation), 15 (Fire or Other Casualty), 20 (Landlord Default), 23 (entitled “Estoppel Certificate”Certain Rights Reserved by Landlord) (subsections (a) and (b) only), 27.4 26(b) (entitled “Survival”Landlord’s Liability), 27.7 26(u) (entitled “Time Renovation of Essence”Project), 27.8 26(x) (entitled Waiver of Common Law”OSHA Regulations), 27.10 33(a) (entitled “Governing Law/Venue/Waiver first sentence) (Bicycle Rack); Sections 8 (first sentence only) and 9 (Gross-Up) of Jury”), 27.11 Exhibit C (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”Operating Expenses), and 27.18 Exhibit D (entitled “Counterparts”any reference to Landlord providing services or utilities; for clarification, any references regarding payment to Landlord shall mean payment to Sublandlord) (Standards for Services and Utilities). Notwithstanding For avoidance of doubt, understands and agrees that all terms any density caps set forth in the Master Lease shall be subject to any applicable Laws or other restrictions imposed by Master Landlord or any government authority in connection with COVID- 19 or otherwise. For the avoidance of doubt, subject to Master Landlord’s consent, Subtenant shall have the right to bring dogs to the Sublease Premises in accordance with Section 32 of the Master Lease are not fully incorporated hereinLease. 15.8 Sublandlord shall have the right to enter the Sublease Premises to cure any default by Subtenant under this Sublease, Subtenant acknowledges receipt which is also, or would be, with the passage of a full and complete copy time or the giving of notice, an Event of Default under the Master Lease Lease. Any sums paid and acknowledges that its terms remain unmodified all reasonable costs and in full force and effectexpenses of performing any such cure shall be deemed Rent payable by Subtenant to Sublandlord upon demand, together with interest thereon at the rate of eight percent (8%) per annum, from the date of expenditure until paid. (e) 15.9 As between Sublandlord and Subtenantthe parties hereto only, in the event of a conflict between the provisions terms of the Master Lease and the provisions terms of this Sublease, the provisions terms of this Sublease shall controlcontrol only to the extent they are inconsistent with the terms of the Master Lease and their respective counterpart provisions in the Master Lease shall be excluded only to such extent. 15.10 In all provisions of the Master Lease requiring Tenant to designate Landlord as an additional or named insured on its insurance policy, Subtenant shall be required to so designate Landlord and Sublandlord on its insurance policy. Sublandlord shall have no obligation to maintain the insurance to be maintained by Landlord under the Master Lease. 15.11 Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain. Subtenant shall be entitled to receive any abatement of Rent as to the Sublease Premises during the Sublease Term resulting from any casualty, condemnation or interruption of services that Sublandlord has actually received under the Master Lease, less Subtenant’s Share of any expenses incurred by Sublandlord in obtaining such abatement. Sublandlord shall use commercially reasonable efforts to enforce its abatement rights under the Master Lease and shall keep Subtenant reasonably apprised of all such efforts on request of Subtenant.

PROVISIONS REGARDING MASTER LEASE. (a) 15.1 This Sublease and all rights of the parties hereunder hereunder, are subject and subordinate to all of the terms, covenants and conditions of the Master Lease. Each party agrees that it will not, by its act or omission to act, cause a default under the Master Lease. In furtherance of the foregoing, the parties hereby acknowledge, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Landlord’s rights Lease which by their nature are intended to benefit the party in possession of the Premises, and in order to protect Sublandlord against a Default by Subtenant which might cause a default by Sublandlord under its termsthe Master Lease, Sublandlord and Subtenant covenant and agree as set forth in Sections 15.2 through 15.9 below. (b) 15.2 Sublandlord shall pay, as and when due, all Master Lease Rent, and Sublandlord shall defend, indemnify, and hold harmless Subtenant from and against any failure of Sublandlord to pay Master Lease Rent, provided that Sublandlord shall have no obligation to defend, indemnify, or hold harmless Subtenant to the extent any such failure to pay Master Lease Rent is due to Subtenant’s failure to make timely payment of Rent under this Sublease. 15.3 Except as otherwise expressly provided in this Sublease, Sublandlord shall perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Premises and which are not otherwise to be performed hereunder by Subtenant on behalf of Sublandlord, and Sublandlord shall defend, indemnify, and hold harmless Subtenant from and against any failure of Sublandlord to perform such covenants and obligations. For example, Sublandlord shall perform its covenants and obligations as tenant under the Master Lease which pertain to the remainder of the Master Premises. 15.4 Except as otherwise expressly provided in this Sublease, Subtenant shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Sublease, and shall refrain from performing any act which is prohibited by the negative covenants of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Premises. Subject If practicable, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Master Lease at least five (5) days prior to the provisions of Section 18 above, date when Sublandlord’s performance is required under the Master Lease. Sublandlord shall have the right to enter the Sublease Premises to cure any default Default by Subtenant under for its failure to act in accordance with this Section. 15.5 Except as otherwise expressly provided in this Sublease, Sublandlord shall not agree to an amendment to the Master Lease which materially adversely effects Subtenant’s occupancy or use of the Premises, unless Sublandlord shall first obtain Subtenant’s prior written approval to such amendment. However, it is expressly agreed that if without the fault of Sublandlord the Master Lease should terminate prior to the Expiration Date, Sublandlord shall have no liability to Subtenant arising out of such termination. To the extent the Master Lease grants Sublandlord any discretionary right to terminate the Master Lease, whether due to casualty, condemnation, or otherwise, Sublandlord shall not terminate the Master Lease without the consent of Subtenant. Subject to the limitations expressed above or elsewhere in this Sublease, so long as Subtenant is not in Default, Subtenant’s quiet and peaceable enjoyment of the Premises shall not be disturbed or interfered with by Sublandlord, or by any person claiming by, through, or under Sublandlord. 15.6 Sublandlord grants to Subtenant the right, so long as Subtenant is not in Default, to receive all of the services and benefits with respect to the Premises which are to be provided by Master Landlord under the Master Lease. Sublandlord shall have no duty to perform any obligations of Master Landlord which are, by their nature, the obligation of an owner or manager of real property. By way of illustration and not limitation, Sublandlord shall not be required to provide any services (cincluding janitorial, utilities, HVAC service, security, or use of common areas or parking facilities) or to perform any maintenance or repairs which Master Landlord is or may be required to provide or perform under the Master Lease. Sublandlord shall have no responsibility for or be liable to Subtenant for any default, failure or delay on the part of Master Landlord in the performance or observance by Master Landlord of any of its obligations under the Master Lease, but any such default by Master Landlord shall suspend Subtenant’s obligations to pay Rent hereunder, and Subtenant shall have the option to terminate this Sublease at any time during the continuance of such default, failure, or delay. Subtenant hereby expressly waives the provisions of any statute, ordinance or judicial decision, now or hereafter in effect, which would give Subtenant the right to make repairs at the expense of Sublandlord, or to claim any actual or constructive eviction by virtue of any interruption in access, services or utilities to, or any failure to make repairs in or to, the Premises or the Building. Notwithstanding the foregoing, the parties do contemplate that Master Landlord will, in fact, perform its obligations under the Master Lease and in the event of any default or failure of such performance by Master Landlord, Sublandlord agrees that it will, upon notice from Subtenant, make demand upon Master Landlord to perform its obligations under the Master Lease and, provided that Subtenant specifically agrees to pay all costs and expenses of Sublandlord (including without limitation reasonable attorneys’ fees) and provides Sublandlord with security reasonably satisfactory to Sublandlord to pay such costs and expenses, Sublandlord will take appropriate legal action to enforce the Master Lease. 15.7 Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to apply under this Sublease and inure to the benefit of both Sublandlord and Master Landlord. 15.8 If Subtenant desires to take any action which requires the consent of Master Landlord under the terms of the Master Lease, then: , notwithstanding anything to the contrary herein: (a) except as expressly provided otherwise in this Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord and Master Landlord; and (c) at Subtenant shall request that Sublandlord obtain Master Landlord’s consent on Subtenant’s request, behalf and Sublandlord shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party costs reasonably incurred by Sublandlord (including without limitation reasonable attorneys’ fees) in seeking or procuring Master Landlord’s consent. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord Landlord, and Master Landlord fails to give Master Landlord’s approval or consent. (d) All 15.9 The following sections of the following Master Lease shall be excluded from this Sublease: 1, 2 , 3, 4, 5, 13, 15, 20 and 24. All other terms and conditions of the Master Lease are shall be incorporated herein into this Sublease by this reference: 4.2 (entitled “Compliance With Laws” (but excluding reference unless otherwise indicated in this Sublease. In the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time event of Essence”), 27.8 (entitled Waiver of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”). Notwithstanding that all terms of the Master Lease are not fully incorporated herein, Subtenant acknowledges receipt of a full and complete copy of any conflict between the Master Lease and acknowledges that its terms remain unmodified and in full force and effect. (e) As between Sublandlord and Subtenant, in the event of a conflict between the provisions of the Master Lease and the provisions of this Sublease, the provisions of this Sublease shall controlprevail.

PROVISIONS REGARDING MASTER LEASE. (a) 15.1 This Sublease and all rights of the parties hereunder hereunder, are subject and subordinate to all of the terms, covenants and conditions of the Master Lease. Each party agrees that it will not, by its act or omission to act, cause a default under the Master Lease. In furtherance of the foregoing, the parties hereby acknowledge, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease . Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Landlord’s rights Lease which by their nature are intended to benefit the party in possession of the Premises, and in order to protect Sublandlord against a Default by Subtenant which might cause a default by Sublandlord under its termsthe Master Lease, Sublandlord and Subtenant covenant and agree as set forth in Sections 15 .2 through 15.9 below. (b) 15.2 Sublandlord shall pay, as and when due, all Master Lease Rent, and Sublandlord shall defend, indemnify, and hold harmless Subtenant from and against any failure of Sublandlord to pay Master Lease Rent, provided that Sublandlord shall have no obligation to defend, indemnify, or hold harmless Subtenant to the extent any such failure to pay Master Lease Rent is due to Subtenant's failure to make timely payment of Rent under this Sublease. 15.3 Except as otherwise expressly provided in this Sublease, Sublandlord shall perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Premises and which are not otherwise to be performed hereunder by Subtenant on behalf of Sublandlord, and Sublandlord shall defend, indemnify, and hold harmless Subtenant from and against any failure of Sublandlord to perform such covenants and obligations. For example, Sublandlord shall perform its covenants and obligations as tenant under the Master Lease which pertain to the remainder of the Master Premises. 15.4 Except as otherwise expressly provided in this Sublease, Subtenant shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Sublease, and shall refrain from performing any act which is prohibited - by the negative covenants of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Premises. Subject If practicable, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Master Lease at least five (5) days prior to the provisions of Section 18 above, date when Sublandlord's performance is required under the Master Lease. Sublandlord shall have the right to enter the Sublease Premises to cure any default Default by Subtenant under for its failure to act in accordance with this Section. 15.5 Except as otherwise expressly provided in this Sublease, Sublandlord shall not agree to an amendment to the Master Lease which materially adversely effects Subtenant's occupancy or use of the Premises, unless Sublandlord shall first obtain Subtenant's prior written approval to such amendment. However, it is expressly agreed that: (a) the foregoing shall not prevent Sublandlord from entering into any agreement or amendment with Master Landlord which terminates the Master Lease with respect to the Premises in lieu of Master Landlord granting its consent to this Sublease; (b) if without the fault of Sublandlord the Master Lease should terminate prior to the Expiration Date, Sublandlord shall have no liability to Subtenant arising out of such termination; and (c) to the extent the Master Lease grants Sublandlord any discretionary right to terminate the Master Lease, whether due to casualty, condemnation, or otherwise, Sublandlord shall be entitled to exercise or not exercise such right in its sole and absolute discretion. Subject to the limitations expressed above or elsewhere in this Sublease, so long as Subtenant is not in Default, Subtenant's quiet and peaceable enjoyment of the Premises shall not be disturbed or interfered with by Sublandlord, or by any person claiming by, through, or under Sublandlord. 15.6 Sublandlord grants to Subtenant the right, so long as Subtenant is not in Default, to receive all of the services and benefits with respect to the Premises which are to be provided by Master Landlord under the Master Lease. Sublandlord shall have no duty to perform any obligations of Master Landlord which are, by their nature, the obligation of an owner or manager of real property. By way of illustration and not limitation, Sublandlord shall not be required to provide any services (including janitorial, utilities, HVAC service, security, or use of common areas or parking facilities) or to perform any maintenance or repairs which Master Landlord is or may be required to provide or perform under the Master Lease. Sublandlord shall have no responsibility for or be liable to Subtenant for any default, failure or delay on the part of Master Landlord in the performance or observance by Master Landlord of any of its obligations under the Master Lease, but any such default by Master Landlord shall suspend Subtenant's obligations to pay Rent hereunder, and Subtenant shall have the option to terminate this Sublease at any time during the continuance of such default, failure, or delay. Subtenant hereby expressly waives the provisions of any statute, ordinance or judicial decision, now or hereafter in effect, which would give Subtenant the right to make repairs at the expense of Sublandlord, or to claim any actual or constructive eviction by virtue of any interruption in access, services or utilities to, or any failure to make repairs in or to, the Premises or the Building. Notwithstanding the foregoing, the parties do contemplate that Master Landlord will, in fact, perform its obligations under the Master Lease and in the event of any default or failure of such performance by Master Landlord, Sublandlord agrees that it will, upon notice from Subtenant, make demand upon Master Landlord to perform its obligations under the Master Lease and, provided that Subtenant specifically agrees to pay all costs and expenses of Sublandlord (including without limitation reasonable attorneys' fees) and provides Sublandlord with security reasonably satisfactory to Sublandlord to pay such costs and expenses, Sublandlord will take appropriate legal action to enforce the Master Lease. 15.7 Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to apply under this Sublease and insure to the benefit of both Sublandlord and Master Landlord. 15.8 If Subtenant desires to take any action which requires the consent of Master Landlord under the terms of the Master Lease, then: , notwithstanding anything to the contrary herein: (a) except as expressly provided otherwise in this Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord and Master Landlord; and (c) at Subtenant shall request that Sublandlord obtain Master Landlord's consent on Subtenant’s request, 's behalf and Sublandlord shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party costs reasonably incurred by Sublandlord (including without limitation reasonable attorneys' fees) in seeking or procuring Master Landlord’s 's consent. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord Landlord, and Master Landlord fails to give Master Landlord’s 's approval or consent. (d) All 15.9 The following sections of the following Master Lease shall be excluded from this Sublease: Xxxxxxxxx 0 Xxxx Xxxxxxxxx 2 Rent Paragraph 3(a) Tenant’s Share Paragraph 6 Assignment and Sublease Paragraph 9 Holding Over Paragraph 14 Listed Addresses Paragraph 17 Brokers Paragraph 21 Parking Paragraph 23 Right to Terminate Paragraph 24 Tenant Improvement Allowance Paragraph 25 Right of First Offer Paragraph 26 Telecommunications Equipment Paragraph 27 Exclusivity Paragraph 28 Nondisturbance and Recognition Paragraph 29 Contingent Extension Option Exhibit D Crown Signage Location All other terms and conditions of the Master Lease are shall be incorporated herein into this Sublease by this reference: 4.2 (entitled “Compliance With Lawsreference as if the word "Landlord" were substituted with the word "Sublandlord" and the word "Tenant" were substituted with the word "Subtenant” (but excluding unless otherwise indicated in this Sublease. In the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time event of Essence”), 27.8 (entitled Waiver of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”). Notwithstanding that all terms of the Master Lease are not fully incorporated herein, Subtenant acknowledges receipt of a full and complete copy of any conflict between the Master Lease and acknowledges that its terms remain unmodified and in full force and effect. (e) As between Sublandlord and Subtenant, in the event of a conflict between the provisions of the Master Lease and the provisions of this Sublease, the provisions of this Sublease shall controlprevail.

PROVISIONS REGARDING MASTER LEASE. (a) 15.1 This Sublease and all rights of the parties hereunder hereunder, are subject and subordinate to all of the terms, covenants and conditions of the Master Lease, except that Sections 2, 3, 6.A, 7.E., 7.F, 40 and 41 of the Master Lease shall be excluded. Each party agrees that it will not, by its act or omission to act, cause a default under the Master Lease. In furtherance of the foregoing, the parties hereby acknowledge, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Landlord’s rights Lease which by their nature are intended to benefit the party in possession of the Premises, and in order to protect Sublandlord against a Default by Subtenant which might cause a default by Sublandlord under its termsthe Master Lease, Sublandlord and Subtenant covenant and agree as set forth in Sections 15.2 through 15.9 below. (b) 15.2 Subtenant shall timely pay all Rent as and when due under this Sublease and Sublandlord shall pay, as and when due, all Master Lease Rent. 15.3 Except as otherwise expressly provided in this Sublease, Sublandlord shall perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Premises and which are not otherwise to be performed hereunder by Subtenant on behalf of Sublandlord. 15.4 Except as otherwise expressly provided in this Sublease, Subtenant shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Sublease, and shall refrain from performing any act which is prohibited by the negative covenants of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Premises. Subject If practicable, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Master Lease at least five (5) days prior to the provisions of Section 18 above, date when Sublandlord's performance is required under the Master Lease. Sublandlord shall have the right to enter the Sublease Premises to cure any default Default by Subtenant under for its failure to act in accordance with this Section. 15.5 Except as otherwise expressly provided in this Sublease, so long as Subtenant is not in Default, Sublandlord shall not agree to an amendment to the Master Lease which materially adversely effects Subtenant's occupancy of the Premises, unless Sublandlord shall first obtain Subtenant's prior written approval to such amendment (which approval shall not be unreasonable withheld). However, it is expressly agreed that: (a) the foregoing shall not prevent Sublandlord from entering into any agreement or amendment with Master Landlord which terminates the Master Lease with respect to the Premises in lieu of Master Landlord granting its consent to this Sublease; (b) if without the fault of Sublandlord the Master Lease should terminate prior to the Expiration Date, Sublandlord shall have no liability to Subtenant; and (c) to the extent the Master Lease grants Sublandlord any discretionary right to terminate the Master Lease, whether due to casualty, condemnation, or otherwise, Sublandlord shall be entitled to exercise or not exercise such right in its sole and absolute discretion. Subject to the limitations expressed above or elsewhere in this Sublease, so long as Subtenant is not in Default, Subtenant's quiet and peaceable enjoyment of the Premises shall not be disturbed or interfered with by Sublandlord, or by any person claiming by, through, or under Sublandlord. 15.6 Sublandlord grants to Subtenant the right, so long as Subtenant is not in Default, to receive all of the services and benefits with respect to the Premises which are to be provided by Master Landlord under the Master Lease. Sublandlord shall have no duty to perform any obligations of Master Landlord which are, by their nature, the obligation of an owner or manager of real property. By way of illustration and not limitation, Sublandlord shall not be required to provide any services (including janitorial, utilities, HVAC service, security, or use of common areas or parking facilities) or to perform any maintenance or repairs which Master Landlord is or may be required to provide or perform under the Master Lease. Sublandlord shall have no responsibility for or be liable to Subtenant for any default, failure or delay on the part of Master Landlord in the performance or observance by Master Landlord of any of its obligations under the Master Lease, nor shall such default by Master Landlord affect this Sublease or waive or defer the performance of any of Subtenant's obligations under this Sublease, including without limitation the obligation to pay Rent; and Subtenant hereby expressly waives the provisions of any statute, ordinance or judicial decision, now or hereafter in effect, which would give Subtenant the right to make repairs at the expense of Sublandlord, or to claim any actual or constructive eviction by virtue of any interruption in access, services or utilities to, or any failure to make repairs in or to, the Premises or the Building. Notwithstanding the foregoing, the parties do contemplate that Master Landlord will, in fact, perform its obligations under the Master Lease and in the event of any default or failure of such performance by Master Landlord, Sublandlord agrees that it will, upon notice from Subtenant, make demand upon Master Landlord to perform its obligations under the Master Lease and, provided that Subtenant specifically agrees to pay all costs and expenses of Sublandlord and provides Sublandlord with security reasonably satisfactory to Sublandlord to pay such costs and expenses, Sublandlord will take appropriate legal action to enforce the Master Lease. 15.7 Any non-liability, release, limitation of liability, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to apply under this Sublease and inure to the benefit of both Sublandlord and Master Landlord. 15.8 If Subtenant desires to take any action which requires the consent of Master Landlord under the terms of the Master Lease, then: , notwithstanding anything to the contrary herein: (a) except as expressly provided otherwise in this Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord (whose consent shall not be unreasonably withheld) and Master Landlord; and (c) at Subtenant shall request that Sublandlord obtain Master Landlord's consent on Subtenant’s request, 's behalf and Sublandlord shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party costs reasonably incurred by Sublandlord in seeking or procuring Master Landlord’s 's consent. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord Landlord, and Master Landlord fails to give Master Landlord’s 's approval or consent. 15.9 Subtenant shall protect, defend, indemnify and hold harmless Sublandlord from any and all liability, damages, liabilities, claims proceedings, actions, demands and costs (dincluding reasonable attorneys' fees) All of resulting, directly or indirectly, from Subtenant's Default under the following terms and conditions of the Master Lease are incorporated herein by this reference: 4.2 (entitled “Compliance With Laws” (but excluding the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time of Essence”), 27.8 (entitled Waiver of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”). Notwithstanding that all terms of the Master Lease are not fully incorporated herein, Subtenant acknowledges receipt of a full and complete copy of the Master Lease and acknowledges that its terms remain unmodified and in full force and effectSublease. (e) As between Sublandlord and Subtenant, in the event of a conflict between the provisions of the Master Lease and the provisions of this Sublease, the provisions of this Sublease shall control.

PROVISIONS REGARDING MASTER LEASE. (a) 18.1 This Sublease and all rights of the parties hereunder are subject and subordinate to the Master Lease. The parties hereby acknowledge that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to TOTAL the benefits of this Sublease and of those provisions of the Master Landlord’s rights Lease which by their nature are intended to benefit the party in possession of the Sublease Premises, and in order to protect Amyris against a Default by TOTAL which might cause a default by Amyris under its termsthe Master Lease, Amyris and TOTAL covenant and agree as set forth in this Section 18. 18.2 Except as herein otherwise expressly provided, and except those that by their nature or purpose are inapplicable to the subleasing of the Sublease Premises pursuant to this Sublease or are inconsistent with or modified by any of the terms, covenants or conditions of this Sublease, and except for tenant’s obligations to pay rent and all other amounts due under the Master Lease, and except to the extent applicable solely to the Amyris Dedicated Area, all of the terms and conditions contained in the Master Lease are incorporated herein by reference as terms and conditions of this Sublease. Amyris and TOTAL agree to each refrain from any act or omission that would result in a Default (bas defined in the Master Lease) Subtenant on the part of the tenant under the Master Lease. Except as set forth in this Section above or otherwise excluded herein, the provisions of the Master Lease are hereby expressly incorporated into this Sublease with the term “Amyris” substituted for Landlord, the term “TOTAL” substituted for Tenant, the term “Sublease” substituted for Lease and, without limiting any of Amyris’s obligations hereunder (including pursuant to the incorporated terms of the Master Lease) with respect to the OCT Facilities, including the maintenance thereof, the term “Sublease Premises” substituted for “Premises,” as the context requires. 18.3 Except as otherwise expressly provided in this Sublease, TOTAL shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Sublease, and shall refrain from performing any act which that is prohibited by the negative covenants of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the TOTAL Dedicated Area. Subject Other than covenants regarding use and restrictions on use, and other than the obligation to refrain from performing any act that is prohibited by the negative covenants of the Master Lease (all which shall be performed and observed by both Amyris and TOTAL with respect to the provisions OCT Facilities), Amyris shall be responsible for performing all affirmative covenants of Section 18 abovethe Master Lease, Sublandlord where the obligation to perform is by its nature imposed upon the party in possession of the OCT Facilities. If Amyris should Default (as defined in the Master Lease) under the Master Lease, and provided such Default was not caused by TOTAL, TOTAL shall have the right, but not the obligation, to cure such Default(s) on behalf of Amyris and all costs incurred by TOTAL in so doing may be offset by TOTAL against the Base Rent Installment Payment next coming due under this Sublease, and any subsequent Base Rent Installment Payment until satisfied. 18.4 It is expressly agreed that: (a) if the Master Lease should terminate prior to the Expiration Date, Amyris shall have no liability to TOTAL except in respect of a breach of Amyris’ covenants contained herein; and (b) to the extent the Master Lease grants Amyris any discretionary right to enter terminate the Master Lease (either as to the entire Master Premises or as to any portion of the Master Premises which includes the Sublease Premises), whether due to casualty, condemnation, by election by Amyris or otherwise, Amyris shall be entitled to exercise or not exercise such right in its sole and absolute discretion, without liability to TOTAL; provided, however, so long as TOTAL is not then in Default under this Sublease, Amyris shall not elect to terminate the Master Lease as to the Sublease Premises under any discretionary right to cure any default by Subtenant terminate the Master Lease without the prior written consent of TOTAL, which consent shall not be unreasonably withheld, conditioned or delayed. 18.5 Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to apply under this SectionSublease and inure to the benefit of both Amyris and Master Landlord. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Amyris, as Tenant, shall be deemed to apply under this Sublease and inure to the benefit of TOTAL. Amyris shall cooperate and use commercially reasonable efforts to ensure that TOTAL receives such benefit. (c) 18.6 If Subtenant TOTAL desires to take any action which that requires the consent of Master Landlord under the terms of the Master Lease, then: , notwithstanding anything to the contrary herein: (ai) except as expressly provided otherwise in this Sublease, SublandlordAmyris, independently, shall have the same rights a reasonable right of approval or disapproval as Master Landlord has under the Master Leasedisapproval; (bii) except as expressly provided otherwise in this Sublease, Subtenant TOTAL shall not take any such action until it obtains the consent of both Sublandlord Amyris and Master Landlord; and (ciii) at SubtenantTOTAL shall request that Amyris obtain Master Landlord’s request, Sublandlord consent on TOTAL’s behalf and Amyris shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant TOTAL shall pay all third party costs reasonably incurred by Sublandlord Amyris in seeking or procuring Master Landlord’s consent. Any approval or consent required of Sublandlord Amyris conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord Landlord, and Master Landlord fails to give Master Landlord’s approval or consent. 18.7 Amyris agrees to forward to TOTAL, (da) All a copy of any notices relating to the following terms and conditions of Sublease Premises that Amyris delivers to the Master Lease are incorporated herein by this reference: 4.2 (entitled “Compliance With Laws” (but excluding the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time of Essence”), 27.8 (entitled Waiver of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”). Notwithstanding that all terms b) upon receipt thereof by Amyris, (i) a copy of each notice of default received by Amyris in its capacity as tenant under the Master Lease are not fully incorporated hereinLease, Subtenant acknowledges receipt of and (ii) a full and complete copy of each notice of default or non-payment received by Amyris from any utility or other service providers to the Master Lease and acknowledges Premises. Upon the full execution of this Sublease, Amyris shall request that its terms remain unmodified and Master Landlord simultaneously forward to TOTAL, at TOTAL’s notice address provided in full force and effectthis Sublease, a copy of any default notices from Master Landlord to Amyris. TOTAL agrees to forward to Amyris, upon receipt thereof, copies of any notices received by TOTAL with respect to the Sublease Premises from the Master Landlord. (e) 18.8 As between Sublandlord Amyris and SubtenantTOTAL, in the event of a conflict between the provisions of the Master Lease and the provisions of this Sublease, the provisions of this Sublease shall control. 18.9 Amyris will perform all of the obligations of the tenant pursuant to the Master Lease, except those expressly undertaken by TOTAL pursuant to this Sublease, to the extent failure to perform the same could adversely affect the rights of TOTAL hereunder. So long as TOTAL is not in Default under this Sublease, Amyris will not consent to any amendment of the Master Lease that could adversely affects the rights of TOTAL hereunder, without the prior written consent of TOTAL, which may be given or withheld in TOTAL’s sole discretion (provided that the foregoing shall not be construed to limit or otherwise restrict Master Landlord from exercising any rights it has under the Master Lease or, except as provided in Section 18.4 above, Amyris from exercising any termination right it has under the Master Lease, including in the event of casualty, condemnation or as a result of any default by Master Landlord, without the need for consent of TOTAL). 18.10 Notwithstanding anything to the contrary contained herein, the following provisions of the Master Lease shall not apply to the benefit of TOTAL and are not, and shall not be deemed to be, incorporated by reference into this Sublease: (a) the following provisions of the Master Lease: Sections 1.1, 1.3 (but only to the extent the defined terms are used only in provisions that are otherwise not applicable to this Sublease), 2.1(b), 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 3.1, 4.1, 4.2, 4.3, 6.6, 9.1(a)(1) (but only pertaining to Tenant’s right to undertake Decoration Work), 9.3, 11.4, 12,1, 16.3, 20.1(b) (except to the extent Amyris is required to provide to Master Landlord financial statements of TOTAL pursuant to Section 20.1(b) of the Master Lease), 25.1, 25.8, 25.10; Articles 5, 13, 14, 15, 21 and 22; Exhibits A and B; Riders 1 and 2, and Schedule 1 to Exhibit B; and all of the Lease Amendments (other than solely for the purpose of establishing the Master Premises leased under the Master Lease to the extent such Master Premises comprise part of the Sublease Premises and establishing the Expiration Date of the Master Lease). With respect to Section 8.1 of the Original Lease, all references to “Landlord” shall, for purposes of incorporation herein, mean Master Landlord and not Amyris. Notwithstanding that Section 16.3 of the Master Lease is stated not to be incorporated into this Sublease, Amyris and TOTAL agree that: a. to the extent any proceeds of Master Landlord’s insurance are paid to Amyris during the Sublease Term for restoration of any portion of the TOTAL Dedicated Area or the OCT Facilities, then (i) any such proceeds paid to Amyris with respect to any damage to the OCT Facilities shall be utilized for the repair and maintenance of the OCT Facilities, to the extent Amyris has the obligation to repair and maintain the OCT Facilities under this Sublease, and (ii) any such proceeds paid to Amyris with respect to any damage to the TOTAL Dedicated Area shall be paid to and utilized by TOTAL for the repair and maintenance of the TOTAL Dedicated Area in accordance with TOTAL’s obligations under this Sublease with respect to the TOTAL Dedicated Area; and b. to the extent any proceeds of Master Landlord’s insurance are paid for Landlord’s liability relating to matters or events occurring in the Sublease Premises during the Sublease Term, then any such proceeds shall be paid to the appropriate claimant(s) or, if the claimant(s) has already been compensated, then the proceeds shall be divided between Amyris and TOTAL in the percentages reflecting their respective liability to the claimant(s).

PROVISIONS REGARDING MASTER LEASE. (a) 15.1 This Sublease and all rights of the parties hereunder hereunder, are subject and subordinate to all of the terms, covenants and conditions of the Master Lease, except as otherwise expressly provided to the contrary in this Sublease. Subtenant agrees that it will not, by its act or omission to act, cause a default under the Master Lease. Sublandlord agrees it will not, by its act or omission to act, cause a default under the Master Lease (unless the default is caused by Subtenant). In furtherance of the foregoing, the parties hereby acknowledge, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Landlord’s rights Lease which by their nature are intended to benefit the party in possession of the Sublease Premises, and in order to protect Sublandlord against a Default by Subtenant which might cause an event of default by Sublandlord under its termsthe Master Lease, Sublandlord and Subtenant covenant and agree as set forth in this Article 15. (b) 15.2 Except as otherwise expressly provided in this Sublease, Sublandlord shall perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Sublease Premises and/or which are not otherwise to be performed hereunder by Subtenant on behalf of Sublandlord, unless Sublandlord is prevented from performing such due to Subtenant's actions or inactions, including a Default by Subtenant. Except as otherwise expressly provided in this Sublease, Subtenant shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Subleasecovenants, and shall refrain from performing any act which is prohibited by the negative covenants covenants, of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Sublease Premises. Subject In addition, whenever any period for notice from “Tenant” to “Landlord” is specified under the Master Lease, or any period within which “Tenant” is required to do anything under the Master Lease, the period applicable to Subtenant's obligation to give such notice to Sublandlord or to perform under this Sublease shall be two (2) business days shorter than the corresponding period applicable to “Tenant” or “Lessee” under the Master Lease (so that Sublandlord shall always have at least two (2) business days within which to give its own notice or performance to Master Landlord); further, wherever any period for notice from “Landlord” or “Lessor” to “Tenant” or “Lessee” is specified under the Master Lease, Sublandlord shall similarly have an additional period of at least two (2) business days within which to give notice to Subtenant under this Sublease (provided that Subtenant shall always have at least two (2) business days within which to respond to such notice). 15.3 Sublandlord shall not agree to an amendment to the provisions Master Lease which materially adversely affects Subtenant's access to or occupancy of Section 18 abovethe Sublease Premises, or otherwise materially increases Subtenant's obligations, or materially decreases Subtenant's rights, under this Sublease, unless Sublandlord shall first obtain Subtenant's prior written approval to such amendment. However, it is expressly agreed that: (a) if, without the fault of Sublandlord, the Master Lease should terminate prior to the Expiration Date, Sublandlord shall have no liability to Subtenant; and (b) to the extent the Master Lease grants Sublandlord any discretionary right to terminate the Master Lease due to casualty or condemnation, Sublandlord shall be entitled to exercise or not exercise such right in its reasonable discretion and without liability to Subtenant. 15.4 So long as Subtenant is not in Default, Subtenant shall be entitled to all of the services and benefits with respect to the Sublease Premises which are to be provided by Master Landlord under the Master Lease. Notwithstanding anything to the contrary, Sublandlord shall have no duty or obligation to perform any agreements, covenants and/or obligations of Master Landlord under the Master Lease. By way of illustration, Sublandlord shall not be obligated: (a) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease to provide, (b) to make any of the repairs or restorations that Master Landlord has agreed in the Master Lease to make, (c) to comply with any Laws with which Master Landlord has agreed in the Master Lease to comply, if any, (d) to comply with any insurance provisions of the Master Lease with which Master Xxxxxxxx has agreed in the Master Lease to comply, or (e) to take any action with respect to the operation, administration or control of the Project or any of the Common Areas that Master Landlord has agreed in the Master Lease to take. Sublandlord shall have no responsibility for or be liable to Subtenant for any default, failure or delay on the part of Master Landlord in the performance or observance by Master Landlord of any of its agreements, covenants and/or obligations under the Master Lease, nor shall such default by Master Landlord affect this Sublease or waive or defer the performance of any of Subtenant's obligations under this Sublease, including without limitation the obligation to pay Rent; and Subtenant hereby expressly waives the provisions of any statute, ordinance or judicial decision, now or hereafter in effect, which would give Subtenant the right to enter make repairs at the expense of Sublandlord, or to claim any actual or constructive eviction by virtue of any interruption in access, services or utilities to, or any failure to make repairs in or to, the Sublease Premises or the Building. Notwithstanding the foregoing, the parties do contemplate that Master Landlord will, in fact, perform its obligations under the Master Lease, that Sublandlord shall use good faith and diligent efforts to cure enforce the rights of the "Tenant" under the Master Lease on behalf of Subtenant, and that in the event of any default or failure of such performance by Master Landlord, Sublandlord agrees that it will, upon notice from Subtenant, promptly make demand upon Master Landlord to perform its obligations under the Master Lease and, provided that Subtenant specifically agrees to pay all costs and expenses of Sublandlord and provides Sublandlord with security reasonably satisfactory to Sublandlord to pay such costs and expenses, Sublandlord will take appropriate legal action to enforce the Master Lease. Any non-liability, release, waiver, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to apply under this SectionSublease and inure to the benefit of both Sublandlord and Master Landlord. (c) 15.5 If Subtenant desires to take any action which requires the consent of Master Landlord under the terms of the Master Lease, then: , notwithstanding anything to the contrary herein: (a) except as expressly provided otherwise in this Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord and Master Landlord; and (c) at Subtenant’s request, Subtenant shall request that Sublandlord obtain Master Landlord s consent on Subtenant s behalf and Sublandlord shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party costs reasonably incurred by Sublandlord in seeking or procuring Master Landlord’s Landlord s consent. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord Landlord, and Master Landlord fails to give Master Landlord’s Landlord s approval or consent. In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. (d) All 15.6 Notwithstanding any other provision of this Sublease, Subtenant shall not have any rights in Section 2.2 of the Master Lease, that are personal to Sublandlord or its affiliates as expressly provided in the Master Lease. Furthermore, (i) all acknowledgements, representations and warranties made by Master Landlord in the Master Lease are made solely by Master Landlord and not by Sublandlord, (ii) any rights of Sublandlord to extend, renewal, expand, contract, cancel or terminate the Master Lease shall not apply to or benefit Subtenant in any manner, and (iii) Subtenant shall not have any right to require that Sublandlord otherwise exercise any option for Subtenant's benefit. 15.7 In addition to the obligations of Subtenant under the terms of this Sublease as set forth in this Sublease (and except as otherwise expressly provided to the contrary in this Sublease), Subtenant shall also have and perform for the benefit of Sublandlord all obligations of the Tenant as are set forth in the Master Lease, which are hereby incorporated into this Sublease as though set forth herein in full, substituting Subtenant wherever the term "Tenant" appears, "Sublandlord" wherever the term "Landlord" appears, and "Sublease Premises" wherever the term "Premises" appears (except for the definition of Premises, Tenant s Address and Landlord's Address in the Basic Lease Information). Notwithstanding the foregoing, the following terms and conditions provisions of the Master Lease are hereby expressly excluded from this Sublease and not incorporated herein by herein, except as expressly set forth or referenced elsewhere in this reference: 4.2 (entitled “Compliance With Laws” (but excluding the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time of Essence”), 27.8 (entitled Waiver of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”)Sublease, and 27.18 then only to the extent to set forth or referenced: Summary of Basic Lease Information except Sections 2.1 and 7; Section 1.1.1; Section 1.3; Section 2.2; Section 4.6 (entitled “Counterparts”except that Sublandlord will exercise reasonable discretion whether to exercise its audit rights if there is a material increase in costs chargeable to Sublandlord and a good faith reason for the audit); any language regarding deemed approval for alterations and the right to perform Permitted Alterations without consent in Section 8.1; the indemnification of Tenant in Section 10.1; the [***] cap on legal fees in the last sentence of Section 14.1; any language regarding deemed approval for subleases and assignments in Section 14.2; Section 19.5.2; Section 20 shall apply as to the Subleased Premises but not as to the Shared Space; Section 21; Section 25; Section 29.18; Section 29.24; Exhibit A; Exhibit B; Exhibit F; the entire First Amendment to Master Lease except for Section 4; and the entire Second Amendment to Master Lease. Notwithstanding that all terms of Furthermore, notwithstanding the foregoing, in the following provisions on the Master Lease which are not fully incorporated herein, all references to "Landlord" shall refer only to "Master Landlord": Section 1.13; Section 4.4.1; Section 4.4.2; Section 5.3.1.4.3; Section 6.1; Section 7.2; Section 10.2; Article 11; Article 13; Article 18; Section 24.1; and Section 2.1, 2.2, and 2.3 of the Addendum to Master Lease. For avoidance of doubt, Subtenant acknowledges receipt of a full understands and complete copy of agrees that any density caps set forth in the Master Lease and acknowledges that its terms remain unmodified and shall be subject to any applicable Laws or other restrictions imposed by Landlord or any government authority in full force and effectconnection with COVID-19 or otherwise. (e) 15.8 As between Sublandlord and Subtenantthe parties hereto only, in the event of a conflict between the provisions terms of the Master Lease and the provisions terms of this Sublease, the provisions terms of this Sublease shall controlcontrol only to the extent they are inconsistent with the terms of the Master Lease and their respective counterpart provisions in the Master Lease shall be excluded only to such extent. 15.9 In all provisions of the Master Lease requiring Tenant to designate Landlord as an additional or named insured on its insurance policy, Subtenant shall be required to so designate Master Landlord and Sublandlord on its insurance policy. Sublandlord shall have no obligation to maintain the insurance to be maintained by Landlord under the Master Lease. 15.10 Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain. Subtenant shall be entitled to receive any abatement of Rent as to the Sublease Premises during the Sublease Term resulting from any casualty, condemnation or interruption of services that Sublandlord has actually received under the Master Lease, less any expenses incurred by Sublandlord in obtaining such abatement. Sublandlord shall use commercially reasonable efforts to enforce its abatement rights under the Master Lease and shall keep Subtenant reasonably apprised of all such efforts on request of Subtenant.

PROVISIONS REGARDING MASTER LEASE. (a) 15.1. This Sublease and all rights of the parties hereunder hereunder, are subject and subordinate to all of the terms, covenants and conditions of the Master Lease, except as otherwise expressly provided to the contrary in this Sublease. Subtenant (and Sublandlord to the extent of its obligations under the Master Lease that are not assumed by Subtenant under this Sublease) each agree that it will not, by its act or omission to act, cause a default under the Master Lease. In furtherance of the foregoing, the parties hereby acknowledge, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Landlord’s rights Lease which by their nature are intended to benefit the party in possession of the Sublease Premises, and in order to protect Sublandlord against a Default by Subtenant which might cause an event of default by Sublandlord under its termsthe Master Lease, Sublandlord and Subtenant covenant and agree as set forth in this Article 15. 15.2. Except as otherwise expressly provided in this Sublease, Sublandlord shall fully, and within any time period expressly prescribed in the Master Lease, perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Sublease Premises and/or which are not otherwise to be performed hereunder by Subtenant on behalf of Sublandlord, unless Sublandlord is prevented from performing such due to Subtenant’s actions or inactions, including a Default by Subtenant. Except as otherwise expressly set forth in this Sublease, in case of any breach of this Sublease by Sublandlord, Subtenant shall have all of the rights and remedies against Sublandlord as would be available to Sublandlord, as Tenant, against Master Landlord under the Master Lease (bto the extent the provisions thereof have been incorporated by reference into this Sublease without modification) if such breach were made by Master Landlord thereunder (but only to the extent such actions by Subtenant do not constitute a breach of the Master Lease). Except as otherwise expressly provided in this Sublease (i.e., to the extent not the retained obligation of Sublandlord under this Sublease), Subtenant shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Subleasecovenants, and shall refrain from performing any act which is prohibited by the negative covenants covenants, of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Sublease Premises. Subject In furtherance of the foregoing, Subtenant shall assume and perform for the benefit of Sublandlord all of the obligations of “Tenant” under the Master Lease provisions as incorporated herein to the extent that the provisions are applicable to the Subleased Premises. In addition, whenever any period for notice from “Tenant” to “Landlord” is specified under the Master Lease, or any period within which “Tenant” is required to do anything under the Master Lease, the period applicable to Subtenant’s obligation to give such notice to Sublandlord or to perform under this Sublease shall be two (2) business days shorter than the corresponding period applicable to “Tenant” or “Lessee” under the Master Lease (so that Sublandlord shall always have at least two (2) business days within which to give its own notice or performance to Master Landlord); further, wherever any period for notice from “Landlord” or “Lessor” to “Tenant” or “Lessee” is specified under the Master Lease, Sublandlord shall similarly have an additional period of Section 18 aboveat least two (2) business days within which to give notice to Subtenant under this Sublease. 15.3. Sublandlord shall not agree to an amendment to the Master Lease which materially adversely affects Subtenant’s access to, use or occupancy of the Sublease Premises and/or Common Areas or that increases the monetary obligations of Subtenant under this Sublease, unless Sublandlord shall first obtain Subtenant’s prior written approval to such amendment (which approval may be given or withheld by Subtenant in its sole and absolute discretion). However, it is expressly agreed that: (a) if, without the fault of Sublandlord, the Master Lease should terminate prior to the Expiration Date, Sublandlord shall have no liability to Subtenant; and (b) to the extent the Master Lease grants Sublandlord any discretionary right to enter terminate the Master Lease due to casualty or condemnation, Sublandlord shall be entitled to exercise or not exercise such right in its reasonable discretion and without liability to Subtenant. Except as provided in clause (b ) immediately above, Xxxxxxxxxxx agrees that it will not voluntarily agree with Master Landlord to terminate the Master Lease prior to its natural expiration unless Sublandlord shall first obtain Subtenant’s prior written approval (which approval may be given or withheld in Subtenant’s sole and absolute discretion). Sublandlord shall not waive any provisions under the Master Lease or make any elections, exercise any right or remedy or give any consent or approval under the Master Lease which will adversely affect Subtenant’s access to, use or occupancy of the Sublease Premises to cure any default by and/or Common Areas or that increases the monetary obligations of Subtenant under this SectionSublease without, in each instance, Subtenant’s prior written consent, which consent shall not be unreasonably conditioned, delayed or withheld. (c) If 15.4. So long as Subtenant desires is not in Default, Subtenant shall be entitled to take any action all of the services and benefits with respect to the Sublease Premises which requires the consent of are to be provided by Master Landlord under the Master Lease. Except to the extent inconsistent with or contrary to the terms of this Sublease, the terms and conditions of this Sublease shall include all of the terms of the Master Lease and such terms are incorporated into this Sublease as if fully set forth herein, except that: (i) each reference in such incorporated sections to “Lease, then: (a) except as expressly provided otherwise in this ” shall be deemed a reference to “Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease”; (bii) except as expressly provided otherwise in this Sublease, Subtenant each reference to the “Premises” and “Relocation Space” shall not take any such action until it obtains be deemed a reference to the consent of both Sublandlord and Master Landlord“Sublease Premises”; and (ciii) at Subtenant’s request, Sublandlord shall use commercially reasonable efforts each reference to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party costs reasonably incurred by Sublandlord in seeking or procuring Master Landlord’s consent. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord and Master Landlord fails to give Master Landlord’s approval or consent. (d) All of the following terms and conditions of the Master Lease are incorporated herein by this reference: 4.2 (entitled “Compliance With Laws” (but excluding the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled ” and “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time of Essence”), 27.8 (entitled Waiver of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”). Notwithstanding that all terms of the Master Lease are not fully incorporated herein, Subtenant acknowledges receipt of a full and complete copy of the Master Lease and acknowledges that its terms remain unmodified and in full force and effect. (e) As between Sublandlord and Subtenant, in the event of a conflict between the provisions of the Master Lease and the provisions of this Sublease, the provisions of this Sublease shall control.

PROVISIONS REGARDING MASTER LEASE. (a) 8.1 This Sublease is, and at all rights of the parties hereunder are times shall be, subject and subordinate to the Master Lease and to Master Landlord’s rights under its termsLease. (b) 8.2 The obligations of Subtenant to Sublandlord hereunder and the rights of Sublandlord shall perform all affirmative covenants be the same as the obligations of tenant to, and the rights of the landlord under, the Master Lease, except for those provisions of the Master Lease that it is required to perform under which are directly contradicted by the express terms and provisions of this Sublease, in which event the terms of this Sublease shall control over the Master Lease. 8.3 During the Term of this Sublease, Subtenant hereby expressly assumes, and agrees to perform and comply with, for the benefit of Sublandlord, each and every obligation of Sublandlord as the tenant under the Master Lease, except that Sublandlord’s monetary obligations under the Master Lease shall refrain be considered performed by Subtenant to the extent and in the amount that all “Rent is paid to Sublandlord in accordance with Section 4 hereof. Provided, Subtenant does not assume or agree to perform any obligations arising out of or resulting from performing any default, breach or negligence by the Sublandlord, to the extent caused by Sublandlord under the Master Lease not attributable to any act which is prohibited or omission of Subtenant or default or breach by the negative covenants of Subtenant under this Sublease. 8.4 Sublandlord agrees to comply with all monetary obligations under the Master Lease. Subject Sublandlord agrees that it will not enter into an agreement terminating the Master Lease or modify or further amend the Master Lease in any manner without the prior written consent of Subtenant, which consent shall not be unreasonably withheld, conditioned or delayed and shall be deemed given, without need of further documentation, in the event Subtenant fails to provide such consent or objection thereto (together with an explanation of Subtenant’s specific objections) within 30 days after Master Landlord’s delivery of such proposed modification or amendment to the Master Lease. 8.5 Sublandlord represents and warrants to Subtenant that to the actual (as opposed to implied or constructive knowledge) knowledge of Sublandlord as of the Execution Date: (a) the Master Lease is in full force and effect and has not been modified or amended; and (b) no material default exists on the part of Sublandlord, as tenant, under the Master Lease. Notwithstanding anything to the contrary contained in this Sublease (including, without limitation, the provisions of Section 18 abovethe Master Lease incorporated in this Sublease by reference), Sublandlord shall have makes no representation or warranties whatsoever with respect to the right to enter Premises, this Sublease, the Sublease Premises to cure Master Lease or any default by Subtenant under other matter, except as expressly set forth in this SectionSublease. (c) If Subtenant desires 8.6 Pursuant to take any action which requires the consent of Master Landlord under the terms Section 6 of the Master Lease, then: (a) except as expressly provided otherwise in this Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Sublandlord agrees to hold with Master Landlord has under a Letter of Credit equal to $680,000 from mutual execution of the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord and Master Landlord; and (c) at Subtenant’s request, Sublandlord shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party costs reasonably incurred by Sublandlord in seeking or procuring Master Landlord’s consent. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required Sublease Agreement through Month 40 of the Master Landlord and Master Landlord fails Lease term. After such time, subject to give Master Landlord’s approval or consent. (d) All of the following terms and conditions of the Master Lease are incorporated herein by this reference: 4.2 (entitled “Compliance With Laws” (but excluding Lease, the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time Letter of Essence”), 27.8 (entitled Waiver Credit may be reduced to $510,000. Sublandlord agreed to hold the Letter of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”). Notwithstanding that all terms Credit at no less than $510,000 for the remaining term of the Master Lease are not fully incorporated herein, Subtenant acknowledges receipt of a full and complete copy of the Master Lease and acknowledges that its terms remain unmodified and in full force and effect. (e) As between Sublandlord and Subtenant, in Lease. In the event of a conflict between default, to be further defined in the provisions of the Master Lease and the provisions of this Landlord Consent to Sublease, the provisions Master Landlord may draw upon such of this Sublease shall controlLetter of Credit and sublease rent to avoid Sublandlord financial default.

PROVISIONS REGARDING MASTER LEASE. (a) 15.1 This Sublease and all rights of the parties hereunder hereunder, are subject and subordinate to all of the terms, covenants and conditions of the Master Lease. In the event of any conflict between the terms of this Sublease and the Master Lease, the terms of the Master Lease shall control. Each party agrees that it will not, by its act or omission to act, cause a default under the Master Lease. In furtherance of the foregoing, the parties hereby acknowledge, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Landlord’s rights Lease which by their nature are intended to benefit the party in possession of the Premises, and in order to protect Sublandlord against a Default by Subtenant which might cause a default by Sublandlord under its termsthe Master Lease, Sublandlord and Subtenant covenant and agree as set forth in Sections 15.2 through 15.9 below. (b) 15.2 Provided Subtenant shall timely pay all Rent as and when due under this Sublease, Sublandlord shall pay, as and when due, all Master Lease Rent. 15.3 Except as otherwise expressly provided in this Sublease, Sublandlord shall perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Premises and which are not otherwise to be performed hereunder by Subtenant on behalf of Sublandlord. For example, Sublandlord shall perform its covenants and obligations as tenant under the Master Lease which pertain to the remainder of the Master Premises. 15.4 Except as otherwise expressly provided in this Sublease, Subtenant shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Sublease, and shall refrain from performing any act which is prohibited by the negative covenants of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Premises. Subject If practicable, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Master Lease at least five (5) days prior to the provisions of Section 18 above, date when Sublandlord’s performance is required under the Master Lease. Sublandlord shall have the right to enter the Sublease Premises to cure any default Default by Subtenant under for its failure to act in accordance with this SectionSection 15.4. 15.5 Except as otherwise expressly provided in this Sublease, Sublandlord shall not agree to an amendment to the Master Lease which materially adversely affects Subtenant’s occupancy of the Premises, unless Sublandlord shall first obtain Subtenant’s prior written approval to such amendment. However, it is expressly agreed that: (a) the foregoing shall not prevent Sublandlord from entering into any agreement or amendment with Master Landlord which terminates the Master Lease with respect to the Premises in lieu of Master Landlord granting its consent to this Sublease; (b) if without the fault of Sublandlord the Master Lease should terminate prior to the Expiration Date, Sublandlord shall have no liability to Subtenant; and (c) to the extent the Master Lease grants Sublandlord any discretionary right to terminate the Master Lease, whether due to casualty, condemnation, or otherwise, Sublandlord shall be entitled to exercise or not exercise such right in its sole and absolute discretion, provided it shall give Subtenant reasonable prior notice and a right to elect to keep the Master Lease and the Sublease in effect; provided Subtenant shall meet all costs associated with such election including all of Sublandlord’s costs and expenses. Subject to the limitations expressed above or elsewhere in this Sublease, so long as Subtenant is not in Default, Subtenant’s quiet and peaceable enjoyment of the Premises shall not be disturbed or interfered with by Sublandlord, or by any person claiming by, through, or under Sublandlord. 15.6 Sublandlord grants to Subtenant the right, so long as Subtenant is not in Default, to receive all of the services and benefits with respect to the Premises which are to be provided by Master Landlord under the Master Lease. Sublandlord shall have no duty to perform any obligations of Master Landlord which are, by their nature, the obligation of an owner or manager of real property. By way of illustration and not limitation, Sublandlord shall not be required to provide any services (including janitorial, utilities, HVAC service, security, or use of common areas or parking facilities) or to perform any maintenance or repairs which Master Landlord is or may be required to provide or perform under the Master Lease. Sublandlord shall have no responsibility for or be liable to Subtenant for any default, failure or delay on the part of Master Landlord in the performance or observance by Master Landlord of any of its obligations under the Master Lease, nor shall such default by Master Landlord affect this Sublease or waive or defer the performance of any of Subtenant’s obligations under this Sublease, including without limitation the obligation to pay Rent; and Subtenant hereby expressly waives the provisions of any statute, ordinance or judicial decision, now or hereafter in effect, which would give Subtenant the right to make repairs at the expense of Sublandlord, or to claim any actual or constructive eviction by virtue of any interruption in access, services or utilities to, or any failure to make repairs in or to, the Premises, or the Building, or the Master Landlord’s Project. Notwithstanding the foregoing, the parties do contemplate that Master Landlord will, in fact, perform its obligations under the Master Lease and in the event of any default or failure of such performance by Master Landlord, Sublandlord agrees that it will, upon notice from Subtenant, make demand upon Master Landlord to perform its obligations under the Master Lease and, provided that Subtenant specifically agrees to pay all costs and expenses of Sublandlord and provides Sublandlord with security reasonably satisfactory to Sublandlord to pay such costs and expenses, Sublandlord will take appropriate legal action to enforce the Master Lease. 15.7 Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to apply under this Sublease and inure to the benefit of both Sublandlord and Master Landlord. 15.8 If Subtenant desires to take any action which requires the consent of Master Landlord under the terms of the Master Lease, then: , notwithstanding anything to the contrary herein: (a) except as expressly provided otherwise in this Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord (whose consent shall not be unreasonably withheld) and Master Landlord; and (c) at Subtenant shall request that Sublandlord obtain Master Landlord’s consent on Subtenant’s request, behalf and Sublandlord shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party costs reasonably incurred by Sublandlord in seeking or procuring Master Landlord’s consent, except Sublandlord shall pay all such costs of Master Landlord related to the creation and approval of this Sublease. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord Landlord, and Master Landlord fails to give Master Landlord’s approval or consent. 15.9 Subtenant shall protect, defend, indemnify and hold harmless Sublandlord from any and all liability, damages, liabilities, claims proceedings, actions, demands and costs (dincluding reasonable attorneys’ fees) All of resulting, directly or indirectly, from Subtenant’s Default under the following terms and conditions of the Master Lease are incorporated herein by this reference: 4.2 (entitled “Compliance With Laws” (but excluding the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time of Essence”), 27.8 (entitled Waiver of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”). Notwithstanding that all terms of the Master Lease are not fully incorporated herein, Subtenant acknowledges receipt of a full and complete copy of the Master Lease and acknowledges that its terms remain unmodified and in full force and effectSublease. 15.10 Sublandlord shall protect, defend, indemnify and hold harmless Subtenant from any and all liability, damages, liabilities, claims proceedings, actions, demands and costs (eincluding reasonable attorneys’ fees) As between Sublandlord and Subtenantresulting, in the event of a conflict between the provisions of the Master Lease and the provisions of this Subleasedirectly or indirectly, the provisions from Sublandlord’s breach of this Sublease shall controlor the Master Lease.

PROVISIONS REGARDING MASTER LEASE. (a) This Sublease 13.1 The terms and all rights of the parties hereunder are subject and subordinate to the Master Lease and to Master Landlord’s rights under its terms. (b) Subtenant shall perform all affirmative covenants provisions of the Master Lease that it are incorporated in this Sublease. Except as is required specified in this Sublease, the within subletting is upon and subject to perform under all of the terms of the Master Lease so incorporated in this Sublease; provided, and however, that: (i) each reference in such incorporated sections to “Lease” shall refrain from performing any act which is prohibited by be deemed a reference to “Sublease”; (ii) each reference to the negative covenants of “Premises” in the Master Lease. Subject Lease shall be deemed a reference to the provisions Premises described in this Sublease; (iii) each reference to “Lessor and “Lessee” shall be deemed a reference to “Sublandlord” and “Subtenant”, respectively; (iv) with respect to work, services, repairs, restoration, insurance, capital improvements or the performance of Section 18 above, Sublandlord shall have the right to enter the Sublease Premises to cure any default by Subtenant under this Section. (c) If Subtenant desires to take any action which requires the consent other obligation of Master Landlord under the terms Master Lease, the sole obligations of Sublandlord shall be as set forth in the last sentence of Section 13.2 below; (v) Sublandlord shall have no liability to Subtenant with respect to (a) representations and warranties made by Master Landlord under the Master Lease, (b) any indemnification obligations of Master Landlord under the Master Lease or other obligations or liabilities of Master Landlord with respect to compliance with laws or condition of the Premises; and (c) Master Landlord’s repair, maintenance, restoration, upkeep, insurance and similar obligations under the Master Lease, regardless of whether the incorporation of one or more provisions of the Master Lease into this Sublease might otherwise operate to make Sublandlord liable therefor other than to use reasonable efforts to obtain Master Landlord’s compliance with the same as set forth in Section 13.2 below; and provided further that nothing in the foregoing shall abrogate, modify, detract from or diminish any obligation of Master Landlord under the Master Lease or any obligation of Sublandlord to Master Landlord; (vi) with respect to any approval or consent required to be obtained from the “Lessor” under the Master Lease, Subtenant shall be required to obtain such approval or consent from Master Landlord and Sublandlord (unless otherwise expressly provided in this Sublease), and the approval or consent of Sublandlord may be withheld if Master Landlord’s approval or consent is not obtained, provided however Sublandlord’s consent may not be unreasonably withheld if Master Landlord provides its consent; and (vii) the following provisions of the Master Lease are expressly not incorporated herein by reference: Sections 1.a-m, 3, 4, 22.1, 39, 53 and 64 and Exhibit A. In addition, for the purposes of this Sublease and the incorporation of Master Lease terms, the references to “Exhibit A” attached to the Master Lease shall be deemed to refer to Exhibit A attached hereto. Further the following modifications are made to the following incorporated provisions of the Master Lease, then: (a) except as expressly provided otherwise in this Sublease, Sublandlord, independently, shall have such modifications are not intended to and do not after the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord and Master Landlord; and (c) at Subtenant’s request, Sublandlord shall use commercially reasonable efforts to obtain such consent. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party costs reasonably incurred by Sublandlord in seeking or procuring Master Landlord’s consent. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord and Master Landlord fails to give Master Landlord’s approval or consent. (d) All of the following terms and conditions of the Master Lease are incorporated herein by this referenceas it pertains to the relationship between Sublandlord and Master Landlord: 4.2 (entitled “Compliance 9 With Laws” (but excluding respect to the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time second sentence of Essence”), 27.8 (entitled Waiver of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”). Notwithstanding that all terms Section 9 of the Master Lease are not fully incorporated hereinLease, Subtenant acknowledges receipt shall not be obligated to make (or contribute to the cost of a full and complete copy making) any alteration or addition required to bring the Premises into compliance with legal requirements in effect as of the Master Lease and acknowledges that its terms remain unmodified and in full force and effect. (e) As between Sublandlord and Subtenant, in the event of a conflict between the provisions Commencement Date of the Master Lease and the provisions of this Sublease, the provisions of this Sublease shall control.Master

PROVISIONS REGARDING MASTER LEASE. (a) 15.1 This Sublease and all rights of the parties hereunder hereunder, are subject and subordinate to all of the terms, covenants and conditions of the Master Lease. Each party agrees that it will not, by its act or omission to act, cause a default under the Master Lease. In furtherance of the foregoing, the parties hereby acknowledge, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Landlord’s rights Lease which by their nature are intended to benefit the party in possession of the Premises, and in order to protect Sublandlord against a Default by Subtenant which might cause a default by Sublandlord under its termsthe Master Lease, Sublandlord and Subtenant covenant and agree as set forth in Sections 15.2 through 15.9 below. (b) 15.2 Subtenant shall timely pay all Rent, as and when due, under this Sublease. 15.3 Except as otherwise expressly provided in this Sublease, Sublandlord shall perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Premises and which are not otherwise to be performed hereunder by Subtenant on behalf of Sublandlord. For example, Sublandlord shall perform its covenants and obligations as “Tenant” under the Master Lease which pertain to the remainder of the Master Premises. 15.4 Except as otherwise expressly provided in this Sublease, Subtenant shall perform all affirmative covenants of the Master Lease that it is required to perform under the terms of this Sublease, and shall refrain from performing any act which is prohibited by the negative covenants of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Premises. If reasonably practicable, Subtenant shall perform its affirmative covenants which are also covenants of Sublandlord under the Master Lease at least three (3) business days prior to the date when Sublandlord’s performance is required under the Master Lease (but in any event less than the period set forth in the Master Lease). Sublandlord shall have the right upon reasonable efforts to provide twenty-four (24) hours advance notice (except in the case of emergencies when no notice shall be required) to enter the Premises to cure any Default by Subtenant for its failure to act in accordance with this Article 15. 15.5 Sublandlord shall not agree to an amendment to the Master Lease which materially adversely affects Subtenant’s occupancy of the Premises, unless Sublandlord shall first obtain Subtenant’s prior written approval to such amendment. However, it is expressly agreed that: (a) if without the fault of Sublandlord the Master Lease should terminate prior to the Sublease Expiration Date due to the exercise by Master Landlord of its termination rights set forth in the Master Lease, Sublandlord shall have no liability to Subtenant; and (b) to the extent the Master Lease grants Sublandlord any discretionary right to terminate the Master Lease due to casualty or condemnation Sublandlord shall be entitled to exercise or not exercise such right in its sole and absolute discretion. Subject to the limitations expressed in this Section 15.5, so long as Subtenant is not in Default, Subtenant’s quiet and peaceable enjoyment of the Premises shall not be disturbed or interfered with by Sublandlord, or by any person claiming by, through, or under Sublandlord. 15.6 Sublandlord grants to Subtenant the right to receive all of the services and benefits with respect to the Premises which are to be provided by Master Landlord under the Master Lease. Sublandlord shall have no duty to perform any obligations of Master Landlord which are, by their nature, the obligation of an owner or manager of real property. By way of illustration and not limitation, Sublandlord shall not be required to provide any services (including janitorial, utilities, HVAC service, security, or use of common areas or parking facilities) or to perform any maintenance or repairs which Master Landlord is or may be required to provide or perform under the Master Lease. Sublandlord shall have no responsibility for or be liable to Subtenant for any default, failure or delay on the part of Master Landlord in the performance or observance by Master Landlord of any of its obligations under the Master Lease, and except as specifically set forth herein, such default by Master Landlord shall not affect this Sublease or waive or defer the performance of any of Subtenant’s obligations under this Sublease, including without limitation the obligation to pay Rent; and Subtenant hereby expressly waives the provisions of Section 18 aboveany statute, ordinance or judicial decision, now or hereafter in effect, which would give Subtenant the right to make repairs at the expense of Sublandlord, or to claim any actual or constructive eviction by virtue of any interruption in access, services or utilities to, or any failure to make repairs in or to, the Premises or the Building or the Master Landlord’s Project. Notwithstanding the foregoing, the parties do contemplate that Master Landlord will, in fact, perform its obligations under the Master Lease and in the event of any default or failure of such performance by Master Landlord, Sublandlord agrees that it will, upon notice from Subtenant, make demand upon Master Landlord to perform its obligations under the Master Lease and will take commercially reasonable efforts to require Master Landlord to perform its obligations under the Master Lease. Where Subtenant requires Sublandlord on notice to institute appropriate legal action to enforce the Master Lease terms and conditions the Subtenant shall pay all Sublandlord out-of-pocket costs and expenses of Sublandlord’s attorneys as reasonably estimated by Xxxxxxxxxxx and Sublandlord’s attorney in advance to Sublandlord prior to Sublandlord having any obligation to commence proceedings against Master Landlord. 15.7 In the event Subtenant is prevented from using, and does not use, the Premises, or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Master Landlord or Sublandlord, or which Master Landlord or Sublandlord failed to perform, which substantially and materially interferes with Subtenant’s use of the Premises, or (ii) any failure within the control of Master Landlord or Sublandlord to provide services, utilities or access to the Premises, Subtenant shall provide Sublandlord an abatement notice, specifying the abatement event and certifying that Subtenant cannot use the Premises or portion thereof due to such abatement event. If such abatement event is not cured within five (5) business days after receipt of the abatement notice and Sublandlord shall have the right to enter abatement of Rent pursuant to the terms, covenants and conditions of the Master Lease for such abatement event, Subtenant may, upon confirmation from Sublandlord, immediately xxxxx Rent payable under the Sublease for that portion of the Premises rendered untenantable and not used by Subtenant, for the period beginning on the date five (5) business days after the abatement notice to cure any default the earlier of the date Master Landlord or Sublandlord cures such abatement event or the date Subtenant recommences the full use of such portion of the Premises. Furthermore, and subject to the terms and conditions of this Section 15.7 above, in the event that Subtenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of five (5) business days and the remaining portion of the Premises is not sufficient to allow Subtenant to effectively conduct business therein as reasonably determined by Sublandlord, and provided Subtenant does not conduct its business from such remaining portion, then for such time after the expiration of the five (5) business day period during which Subtenant is so prevented from effectively conducting its business therein, Subtenant’s Rent for the entire Premises shall be abated entirely for such time as Sublandlord reasonably determines that Subtenant continues to be so prevented from using, and does not use, the Premises until such time as Subtenant may use the Premises for the conduct of Subtenant’s business. 15.8 Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to apply under this SectionSublease and inure to the benefit of both Sublandlord and Master Landlord. (c) 15.9 If Subtenant desires to take any action which requires the consent of Master Landlord under the terms of the Master Lease, then: , notwithstanding anything to the contrary herein: (a) except as expressly provided otherwise in this Sublease, Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease; (b) except as expressly provided otherwise in this Sublease, Subtenant shall not take any such action until it obtains the consent of both Sublandlord (whose consent shall not be unreasonably withheld or delayed) and Master Landlord; and (c) at Subtenant shall request that Sublandlord obtain Master Landlord’s consent on Subtenant’s request, behalf and Sublandlord shall use commercially reasonable efforts to obtain such consent, including enforcement of Sublandlord rights under the Master Lease. Excluding all costs relating to Master Landlord’s initial consent to this Sublease, Subtenant shall pay all third party costs reasonably incurred by Sublandlord in seeking or procuring Master LandlordXxxxxxxx’s approval or consent. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Master Landlord Landlord, and Master Landlord fails to give Master LandlordXxxxxxxx’s approval or consent. If Master Landlord fails to consent to any request of Subtenant that shall require Master Landlord consent, Sublandlord shall provide a copy of any written communication provided by the Master Landlord regarding such failure to consent. 15.10 Subtenant shall protect, defend, indemnify and hold harmless Sublandlord from any and all liability, damages, liabilities, claims proceedings, actions, demands and costs (dincluding reasonable attorneys’ fees) All resulting, directly or indirectly, from the Subtenant’s Default under the Sublease. 15.11 Subtenant may provide Sublandlord with a financial comfort letter or funds verification letter confirming the current financial status and condition of Subtenant in lieu of audited financial statement and Sublandlord shall have the right to provide the same to Master Landlord. Sublandlord shall use good faith endeavors to seek from Master Landlord a commercially reasonable form of non-disclosure and confidentiality agreement for the benefit of Subtenant and its financial status and condition prior to sharing any financial information with Master Landlord; provided, however, in the instance of refusal to enter into the same by Master Landlord the foregoing shall not prohibit disclosure of any information provided by Subtenant reasonable requested by Master Landlord in order to determine if approval of this Sublease shall be provided. The foregoing right is personal to Subtenant named on the face of this Sublease. In the event of any proposed transfer by Subtenant, copies of the following certified financial statements or audited financial statements (in the extent that Master Landlord requires audited financial statements) shall be delivered to Sublandlord and Master Landlord prior to any requirement for Sublandlord or Master Landlord to approve such transfer. 15.12 If Sublandlord receives a Default notice from Master Landlord or any certificate or document relevant to Subtenant’s use of the Premises, Sublandlord shall provide Subtenant with a copy of such notice within three (3) business days of receipt, and Subtenant shall cure such Default related to the Premises pursuant to the terms and conditions of this Sublease. Sublandlord shall perform all obligations imposed on Sublandlord as “Tenant” under the Master Lease are incorporated herein in accordance with the terms thereof except to the extent such obligations have been assumed by this reference: 4.2 (entitled “Compliance With Laws” (but excluding the first sentence)), 16 (entitled “Landlord’s Default”), 17 (entitled “Landlord’s Financing”), 18 (entitled “Tenant’s Financing”), 23 (entitled “Estoppel Certificate”), 27.4 (entitled “Survival”), 27.7 (entitled “Time of Essence”), 27.8 (entitled Waiver of Common Law”), 27.10 (entitled “Governing Law/Venue/Waiver of Jury”), 27.11 (entitled “Force Majeure”), 27.12 (entitled “Headings”), 27.14 (entitled “Rights are Cumulative”), 27.15 (entitled “Severability”), 27.16 (entitled “Interpretation”), and 27.18 (entitled “Counterparts”). Notwithstanding that all terms of the Master Lease are not fully incorporated herein, Subtenant acknowledges receipt of a full and complete copy of the Master Lease and acknowledges that its terms remain unmodified and in full force and effect. (e) As between Sublandlord and Subtenant, in the event of a conflict between the provisions of the Master Lease and the provisions of under this Sublease, the provisions of this Sublease shall control.