Common use of Sublease Term Clause in Contracts

Sublease Term. The term of the Sublease (“Sublease Term”) commences on the later to occur of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Lease.

Sublease Term. The term a. This Sublease shall commence on the earlier of the Sublease (“Sublease Term”) commences completion of construction on the later to occur of (1) and Sublandlord’s receipt of Prime Landlordmoving to Sublandlord’s written consent to this Sublease, and new space (2) October targeted for November 1, 2009 2011) or the date Subtenant’s first occupying any portion of the Subleased Premises for purposes of conducting its business therein (the “Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date . Unless sooner terminated pursuant to any provision in this Sublease, this Sublease shall continue until the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free first to occur of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease the day immediately preceding the Termination Date, as such term is defined in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, Primary Sublease; or (ii) Prime Landlord elects to terminate five (5) years and two months from the Prime Lease in respect date hereof (the “Sublease Term”). Notwithstanding the foregoing, (i) the present term of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime LeaseMaster Lease expires on June 30, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of 2014 (ii) the Primary Sublandlord has stated that it intends to extend the term of the Master Lease, and (iii) if for any reason the term of the Master Lease is not so extended, the Sublease will Term shall expire on June 30, 2014 and neither party shall have any liability to the other on account of such fact. To the extent that an estate is conveyed hereunder for a period from and after June 30, 2014, such estate shall be deemed terminated in accordance with Section 16.5 to have been conveyed only if and to the extent that the term of the Prime LeaseMaster Lease is extended. Within 30 days after the Sublease Commencement Date and upon request of Sublandlord, Sublandlord and Subtenant shall jointly execute a written declaration prepared by Sublandlord specifying the actual Sublease Commencement Date and the last day of the Sublease Term. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.

Sublease Term. A. Upon and subject to the terms, covenants and conditions hereinafter set forth, as of the Commencement Date (as defined below), Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Sublease Premises. This Sublease shall be effective and binding upon Sublandlord and Subtenant as of the Effective Date upon execution by both Sublandlord and Subtenant. The parties hereby stipulate that the Sublease Premises contains 52,416 rentable square feet, and that, notwithstanding anything to the contrary contained in the Xxxxxxxxx (including to the extent the Xxxxxxxxx is incorporated into this Sublease), such square footage amount is not subject to adjustment or remeasurement by Subtenant or Sublandlord at any time during the Term (as defined below). B. The term of (the Sublease (“Sublease Term”) commences of this Sublease shall commence on the later to occur of (i) December 1, 2023, (ii) Sublandlord’s receipt of Prime Landlord’s written consent the date that Overlandlord consents in writing to this Sublease, Sublease and (2iii) October 1, 2009 the date the Sublease Premises are delivered to Subtenant in the condition required herein (the “Sublease Commencement Date”); . The Term shall expire on the earlier of (a) May 31, 2032 and expires on January 28, 2018 (b) the termination of Sublandlord’s rights to the Sublease Premises under the Xxxxxxxxx (the “Sublease Expiration Date”; i.e.), unless sooner terminated in accordance with the provisions of this Sublease. Except as otherwise expressly provided herein, if delivery of the Sublease Premises is delayed for any reason, this Sublease shall not be void or voidable (or terminable by Subtenant), the day prior Term of this Sublease shall not be extended, and Sublandlord shall not be liable to Subtenant for any loss or damage resulting from such delay or from the failure of the delivery of possession of the Sublease Premises to occur on any particular date. Notwithstanding the foregoing, provided Overlandlord has consented to this Sublease in writing, if Sublandlord fails to deliver the Sublease Premises to Subtenant [***], following which Sublandlord shall promptly return any prepaid rent and the Letter of Credit (herein defined) and neither party shall have any further obligations under this Sublease excepting those which expressly survive termination. Promptly following the Commencement Date, Sublandlord and Subtenant shall execute a Confirmation of Commencement Date Certificate substantially in the form of Exhibit C attached hereto confirming the Commencement Date (the “Confirmation of Commencement Date Certificate”). If Subtenant fails to sign and deliver the Confirmation of Commencement Date Certificate to Sublandlord within ten (10) business days of its receipt from Sublandlord (unless Subtenant objects to the Termination contents thereof within such ten (10) business day period), Sublandlord shall have the right to issue a second notice, and if Subtenant fails to sign and deliver the Confirmation of Commencement Date pursuant Certificate to Sublandlord within three (3) business days of receipt of such second notice from Sublandlord, the Confirmation of Commencement Date Certificate sent by Sublandlord shall be deemed to have correctly set forth the matters addressed in it. C. Provided (i) Subtenant is not in default under this Sublease beyond any applicable notice and cure period, (ii) Subtenant has delivered to Sublandlord all required certificates of insurance, any prepaid Rent, and the Letter of Credit, and (iii) Overlandlord’s consent has been obtained (the foregoing items (i), (ii) and (iii), the “Early Access Conditions”), Subtenant shall be permitted to enter the Sublease Premises for the sole purpose of, subject to the Prime Lease)terms and conditions of this Sublease, preparing the Sublease Premises for Subtenant’s occupancy and making improvements and installations (but not for occupancy) during the Early Access Period in accordance with the terms hereof. The “Early Access Period” shall commence on the date that Sublandlord delivers the Sublease Premises to Subtenant following the date that all three (3) Early Access Conditions and shall deliver continue until the Subleased Premises “broom clean” and free of Commencement Date. Such early entry by Subtenant shall be subject to all of Sublandlord’s personal property (the terms and conditions of this Sublease other than the F&F Rent (as defined in Section 2(fbelow))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible forreimburse Sublandlord for any out-of-pocket electricity, or required to remedywater, any violation of any applicable law, or any condition or state of facts, and HVAC expenses in connection with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect use of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of during the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime LeaseEarly Access Period.

Sublease Term. As of the Effective Date, Sections 2(a), 2(b) and 2(c) of the Sublease is hereby deleted in its entirety and replaced with the provisions set forth below, the reference to Section 2(d) in the Sublease is hereby revised to reflect Section 2(e), and a new Section 2(d) shall be incorporated into the Sublease as set forth below: (a) The term of the this Sublease (“"Sublease Term”"), (i) commences as to the 3rd Floor, commenced on June 28, 2019 (the "Suite 300 Commencement Date"), and (ii) as to Suite 100, shall commence on the earlier of (A) January 1, 2020 or (B) the date that is fifteen (15) days following the date Sublandlord vacates Suite 100 (such later date the "Suite 100 Commencement Date"), and (iii) as to occur the Basement/Garden Level, shall commence on September 1, 2019 (the "Basement/Garden Level Commencement Date"), and shall expire on August 31, 2025 (the "Expiration Date"), unless sooner terminated in accordance with the terms of this Sublease. (b) Sublandlord and Subtenant acknowledge and agree that (i) Sublandlord has delivered possession of Suite 300 to Subtenant on the Suite 300 Commencement Date, (ii) Sublandlord shall deliver possession of Suite 100 to Subtenant on the Suite 100 Commencement Date, and (iii) Sublandlord shall deliver possession of the Basement/Garden Level to Subtenant on the Basement/Garden Level Commencement Date. (c) If for any reason the Sublandlord has been unable to deliver Sxxxx 000 by the Suite 100 Commencement Date, then the Suite 100 Commencement Date and all other applicable deadlines shall be delayed until Sublandlord has delivered Suite 100, and the Rent shall be adjusted as set forth below until the Suite 100 Commencement Date. In the event Sublandlord has not delivered possession of Suite 100 within ten (10) business days following the Suite 100 Commencement Date, then Subtenant shall be entitled to one (1) Sublandlord’s receipt day of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires additional abated Base Rent on January 28, 2018 (“Sublease Expiration Date”; i.e., a day for day basis until the day prior to date Sublandlord delivers possession of Suite 100. In the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason event Sublandlord has not received Prime Landlord’s written consent delivered possession of Suite 100 within twenty (20) days following the Suite 100 Commencement Date, then, in addition to the abatement, Subtenant may elect to terminate this Sublease in form required by Section 15(i) below by its entirety, (the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord "Suite 100 Late Delivery Termination"). If Subtenant elects to terminate the Prime Lease Sublease in respect accordance with this section then neither party shall have any further obligations thereunder; provided, however, Sublandlord may nullify such right of termination if Sublandlord delivers possession of Suite 100 prior to the expiration of such thirty (30) day termination notice period. Upon the date of any such Suite 100 Late Delivery Termination, all sums related to Suite 100 shall be paid by Subtenant to Sublandlord shall be returned to Subtenant by Sublandlord within thirty (30) days following the effective date of the Subleased Premises pursuant Suite 100 Late Delivery Termination, and neither party shall have any further obligations thereunder. (d) If for any reason the Sublandlord has been unable to Prime Landlord’s recapture right deliver the Basement/Garden Level by the Basement/Garden Level Commencement Date, then the Basement/Garden Level Commencement Date and all other applicable deadlines shall be delayed until Sublandlord has delivered the Basement/Garden Level, and the Rent shall be adjusted as set forth in Section 16.5 below until the Basement/Garden Level Commencement Date. In the event Sublandlord has not delivered possession of the Prime LeaseBasement/Garden Level within ten (10) business days following the Basement/Garden Level Commencement Date, then Subtenant shall be entitled to one (1) day of additional abated Base Rent on a day for day basis until the date Sublandlord delivers possession of the Basement/Garden Level. In the event Sublandlord has not delivered possession of the Basement/Garden Level within twenty (20) days following the Basement/Garden Level Commencement Date, then, in addition to the case of (i)abatement, then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice in its entirety, (the "Basement/Garden Level Late Delivery Termination"). If Subtenant elects to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) terminate the Sublease will be deemed terminated in accordance with Section 16.5 this section then neither party shall have any further obligations thereunder; provided, however, Sublandlord may nullify such right of termination if Sublandlord delivers possession of the Prime LeaseBasement/Garden Level prior to the expiration of such thirty (30) day termination notice period. Upon the date of any such Basement/Garden Level Late Delivery Termination, all sums related to the Basement/Garden Level shall be paid by Subtenant to Sublandlord shall be returned to Subtenant by Sublandlord within thirty (30) days following the effective date of the Basement/Garden Level Late Delivery Termination, and neither party shall have any further obligations thereunder."

Sublease Term. The term of the this Sublease (the “Sublease Term”) commences shall be for a period of thirty-six (36) months, commencing on the later to occur of (1i) Sublandlord’s receipt of the date that the Consent from Master Landlord and Prime Landlord’s written consent to this SubleaseSublandlord is obtained, and (2ii) October February 1, 2009 2025 (the “Sublease Commencement Date”); , and expires expiring on January 28, 2018 the last day of the thirty-sixth (36th) full calendar month (together with any partial first month if the Sublease Commencement Date is not the first day of a calendar month) from the Sublease Commencement Date (the “Sublease Expiration Date”; i.e.), unless this Sublease is sooner terminated pursuant to its terms or the Prime Sublease or Master Lease is sooner terminated pursuant to its terms. If Sublandlord is delayed in delivering possession of the Sublease Premises to Subtenant, Sublandlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Sublease, or the obligations of Subtenant hereunder, or extend the Sublease Term, but in such case, the day prior Sublease Commencement Date shall be delayed until the Sublease Premises have been delivered to Subtenant, and Subtenant shall not be obligated to perform any other obligation of Subtenant hereunder (that requires performance on and after the Termination Sublease Commencement Date) until Sublandlord delivers possession of the Sublease Premises to Subtenant. Once the Sublease Commencement Date pursuant to the Prime Lease). has been established, Sublandlord and Subtenant shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on execute a commencement date memorandum setting forth the Sublease Commencement Date; provided provided, however, that Subtenant the failure to execute such a memorandum shall not be responsible for, affect Sublandlord’s or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended useliability hereunder. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Lease.​

Sublease Term. The term of the this Sublease (the “Sublease Term”) commences will commence (the “Commencement Date”) on the earlier to occur of: (i) April 1, 2006, and (ii) the date of Subtenant’s occupancy of the Premises for the conduct of Subtenant’s business (as opposed to “Possession” as described below). The foregoing notwithstanding, the Commencement Date shall not occur prior to the later to occur of: (A) substantial completion of the Sublandlord Improvements (1defined herein); (B) Sublandlord’s receipt of Prime Master Landlord’s written consent to this Sublease, ; and (2C) October February 1, 2009 2006. For purposes of determining the Commencement Date, the “date that the Sublandlord Improvements are substantially complete” shall be deemed the date on which Sublandlord provides written notice to Subtenant of substantial completion of the Sublandlord Improvements, or the date the Sublandlord Improvements would have been completed but for any Subtenant Delays (as defined below). As used herein, a “Subtenant Delay” shall mean actual delays caused by Subtenant’s interference with Sublandlord’s completion of the Sublandlord Improvements as documented by Sublandlord’s contractor including, but not limited to, interference resulting from Subtenant’s early occupancy of the Sublease Premises. The Sublease Term will expire at 11:59pm on November 30, 2011 (“Sublease Commencement Expiration Date”); and expires on January 28, 2018 unless sooner terminated in accordance with the provisions of this Sublease. Possession of the Sublease Premises (“Sublease Expiration DatePossession”; i.e.) will be delivered to Subtenant no later than March 15, the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use2006. If (i) for any reason Sublandlord does not deliver Possession to Subtenant on or before Xxxxx 00, 0000, Xxxxxxxxxxx will not be subject to any liability for this failure, the Expiration Date will not be extended by the delay, and the validity of this Sublease will not be impaired. Rent will be abated after the Commencement Date by one day for each day of delay after March 15, 2006 that Possession is delayed (such abatement to be in addition to any abatement due Subtenant under Section 5(d) below. However, Rent will not be abated for any day of delay that is caused by Subtenant Delay. Notwithstanding anything to the contrary herein, if Sublandlord has not received Prime Landlorddelivered Possession to Subtenant on or before May 1, 2006, plus any noticed days of Subtenant Delay, Subtenant may give written notice to Sublandlord of Subtenant’s written consent intention to cancel this Sublease in form required by Section 15(i(the “Termination Notice”) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter and before Possession is delivered to terminate Subtenant. The Termination Notice will set forth an effective date for the cancellation (the “Cancellation Date”), which date shall be at least ten (10) days after delivery of the Termination Notice to Sublandlord. If Sublandlord delivers Possession to Subtenant on or before the Cancellation Date, this Sublease will remain in full force and effect. If Sublandlord fails to deliver Possession to Subtenant on or before the Cancellation Date, this Sublease will be canceled. Within ten (10) business days following the Cancellation Date, all consideration previously paid by written notice Subtenant to the otherSublandlord on account of this Sublease will be returned to Subtenant, whereupon this Sublease will have no further force or effect, Sublandlord will have no further liability to Subtenant because of this delay or cancellation and all obligations of the parties shall deem to each other under this Sublease to Agreement shall cease except as may be null and void and of no effect (except for those provisions expressly stated specifically identified herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Lease.

Sublease Term. (a) The term Sublessor shall deliver possession of the Subleased Premises and the Sublease Term shall commence on April 10, 2004 (“Sublease Term”the "Commencement Date") commences and subject to the Prime Lease shall end on September 30, 2005. In the later event Sublessor is unable to occur deliver possession of (1) Sublandlord’s receipt the Subleased Premises to Sublessee by the Commencement Date due to causes beyond the control of Prime Landlord’s written consent to Sublessor, Sublessor, its agents and employees, shall not be liable or responsible for any claims, damages or liabilities arising in connection therewith or by reason thereof, nor shall Sublessee be excused or released from this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior because of Sublessor's inability to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than however in the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided event that Subtenant shall possession is not be responsible for, or required delivered to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing Sublessee on or prior to April 10, 2004, the payment of Basic Rent and additional rent, pursuant to this Sublease Commencement Dateshall be postponed for a time period commensurate with such delay. Sublandlord In the event that possession is not required delivered to perform any work Sublessee on or prior to prepare May 15, 2004, then in that event Sublessee may, until possession is delivered, cancel this Sublease by 5 days prior written notice to Sublessor, provided however that if the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice are delivered prior to the other, whereupon end of said 5 day period the parties said cancellation shall deem this Sublease to be null and void and this Sublease shall continue in full force and effect. (b) Sublessee acknowledges that Subleased Premises are only a portion of no effect the Premises leased by Sublessor and that the Subleased Premises shall be only as designated on Exhibit "A" and as otherwise physically designated by Sublessor as separate from the balance of Sublessor's space, (except the "Remaining Space") but that Sublessor shall not construct a wall between the Subleased Premises and the balance of the Sublessor's space unless and until Sublessor secures a subtenant for those provisions expressly stated herein such Remaining Space. Prior to survive a termination)the construction of such wall by Sublessor, the Sublessee shall conduct its business only within the Subleased Premises and shall not use the Remaining Space for any purposes. If the Sublessee shall use any portion of the said Remaining Space for any purpose and such use continues for 2 days after notice ("Sublessor's Notice") from Sublessor, then in that event Sublessee shall pay to Sublessor rent of $23.00 per square foot per annum for the entire Remaining Space from the second day after the Sublessor's Notice of such use until vacated and shall indemnify and hold Sublessor harmless from and against any and all loss, expense, damages or other cost of any nature whatsoever in connection with such use and/or occupancy. Sublessor's access to the Subleased Premises and the Remaining Space, until construction of the said wall shall be limited to entry in the case presence of a representative of the Sublessor or without such representative in the event of an emergency. From and after completion of the said wall Sublessor shall control the entire Remaining Space. At such time as Sublessor shall construct the aforesaid wall, Sublessee shall provide Sublessor reasonable access in and to the Subleased Premises to complete such construction. Sublessor shall be responsible for the entire cost of the installation of such demising wall, which shall reach from the floor to the ceiling deck and shall conform to all legal requirements. Sublessor shall take all reasonable efforts to minimize the interference with and disruption to Sublessee's business. (iic) From and after the delivery of possession of the Subleased Premises to Sublessee and the commencement of the Sublease will be deemed terminated in accordance with Section 16.5 Term the Sublessee shall have the right, subject to the terms and conditions of this Sublease and the Prime Lease, including but not limited to Article 12, to enter the Subleased Premises and to install certain Tenant Changes therein.

Sublease Term. The term of the this Sublease (the “Sublease Term”) commences on shall commence upon the later to occur of: (a) the date Sublandlord tenders possession of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property to Subtenant, (other than b) the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime date Master Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereofdelivered to Subtenant, or (iic) Prime Landlord elects to terminate February 3, 2016 (the Prime Lease in respect of “Commencement Date”). Notwithstanding the foregoing, Subtenant may enter upon the Subleased Premises pursuant prior to Prime the Commencement Date for the purpose of preparing the Subleased Premises for occupancy, provided that: (a) Sublandlord gives its prior written consent to such early occupancy, (b) Master Landlord’s recapture right written consent to this Sublease has been delivered to Subtenant, (c) Subtenant furnishes to Sublandlord evidence satisfactory to Sublandlord in advance that insurance coverages required of Subtenant under the provisions of Article 10 of the Master Lease are in effect (or, if consented to by Master Landlord, such other commercially reasonable amounts of insurance as Master Landlord permits Subtenant to carry under its direct-lease with Master Landlord for other premises at the Project, subject to Sublandlord’s reasonable approval), and (d) such entry shall be subject to all the terms and conditions of this Sublease and the Master Lease other than the payment of Rent (as defined below). Unless earlier terminated under any provision of the Master Lease or this Sublease, the Sublease Term shall continue until the last day of the month in which the twenty-four (24) month anniversary of the Commencement Date occurs (the “Expiration Date”). Within ten (10) days after the Commencement Date, Sublandlord shall deliver to Subtenant a notice of Sublease Term dates in the form set forth in Section 16.5 Exhibit B attached hereto, which notice Subtenant shall execute and return to Sublandlord within ten (10) days of the Prime Leasereceipt thereof. If Subtenant fails to execute and return a factually accurate notice within such ten-day period, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of to have approved and confirmed the Prime Leasedates set forth therein.

Sublease Term. 3.1 The term Term of this Sublease shall commence on the Commencement Date specified in Section 1.5. 3.2 If for any reason Sublandlord is delayed in delivery of the Sublease Premises to Subtenant, Sublandlord shall not be liable therefor, nor shall such failure affect the validity of this Sublease or the obligations of Subtenant hereunder, or extend the Expiration Date, but in such case the Commencement Date will not occur and Subtenant shall not be obligated to pay Rent until possession of the Sublease Premises are tendered to Subtenant. 3.3 Unless sooner terminated or extended as provided herein, the Term shall end on the Expiration Date. However, this Sublease may be terminated prior to the Expiration Date if the Master Lease is terminated for any cause whatsoever (and Master Landlord does not require Subtenant to attorn), subject to the provisions of Section 16.4 below, or if this Sublease is terminated as otherwise provided for herein, in which case the Term shall end on such earlier termination. Other than as provided for below in Section 3.4 of this Sublease, Subtenant shall have no option to extend the Term of this Sublease or to elect an early termination of the Term. 3.4 Subtenant shall have the right to extend the initial Term of this Sublease (the “Sublease Renewal Option”) for a period of three (3) years and twenty (20) days terminating on March 20, 2013 (the “Renewal Term”) commences (subject to any earlier termination pursuant to the terms of this Sublease) under the terms and conditions provided in this Sublease, if: (a) Sublandlord receives notice of exercise (“Exercise Notice”) not less than one hundred eighty (180) days or more than two hundred ten (210) days prior to the expiration of the initial Term; (b) Subtenant is not in default under this Sublease beyond any applicable cure periods at the time that Subtenant delivers its Exercise Notice; (c) no part of the Sublease Premises is sublet (other than pursuant to a Permitted Transfer, as defined in Section 9.3, below) at the time that Subtenant delivers its Exercise Notice; and (d) this Sublease has not been assigned (other than pursuant to a Permitted Transfer) prior to the date that Subtenant delivers its Exercise Notice. 3.4.1 During the Renewal Term, the initial Base Rent shall be the Base Rent in effect at the expiration of the initial Term of this Sublease adjusted to reflect ninety-five percent (95%) of the current Fair Market Rate (defined below), as determined in accordance with this Section 3.4. Base Rent during the Renewal Term shall increase, if at all, in accordance with the increases assumed in the determination of Fair Market Rent. Subtenant shall pay Pass Through Costs and Other Charges for the Sublease Premises during the Renewal Term in accordance with the terms of this Sublease, except that the Base Year for the Renewal Term shall be calendar year 2010. Sublandlord and Subtenant shall have thirty (30) days after Sublandlord receives the Exercise Notice in which to seek to agree on the later Renewal Term Initial Base Rent. If Sublandlord and Subtenant agree on the Renewal Term Initial Base Rent during such thirty (30) day period (or at any time thereafter), they shall immediately execute an amendment to occur this Sublease confirming the Renewal Term Initial Base Rent as so agreed, as the Base Rent for the first year of the Renewal Term. 3.4.2 If Sublandlord and Subtenant are unable to agree on the Renewal Term Initial Base Rent within such thirty (130) Sublandlordday period, then within ten (10) days after the expiration of such thirty (30) day period, Sublandlord and Subtenant each, at its own cost and by giving notice to the other party, shall appoint a licensed commercial real estate appraiser with at least five (5) years’ full-time commercial appraisal experience in the geographical area of the Building (an “Appraiser”) to evaluate and set the Renewal Term Initial Base Rent. If either Sublandlord or Subtenant does not appoint an Appraiser within ten (10) days after the other party has given notice of the name of its Appraiser, the single Appraiser appointed shall be the sole Appraiser and shall set the Renewal Term Initial Base Rent. If two (2) Appraisers are appointed by Sublandlord and Subtenant as stated in this Section, they shall meet promptly, shall share between themselves all relevant comparable information in their possession, and attempt in good faith to set the Renewal Term Initial Base Rent. If the two (2) Appraisers are unable to agree within thirty (30) days after the second Appraiser has been appointed, they shall attempt to select a third Appraiser (the “Independent Appraiser”) meeting the qualifications stated in this Section within ten (10) days after the last day the two (2) Appraisers are given to set the Renewal Term Initial Base Rent. If they are unable to agree on the Independent Appraiser, either Sublandlord or Subtenant, by giving ten (10) days’ notice to the other party, can apply to the then Presiding Judge of the Superior Court of Alameda County for the selection of an Independent Appraiser who meets the qualifications stated in this Section. Sublandlord and Subtenant each shall bear one-half (1/2) of the cost of appointing the Independent Appraiser and of paying the Independent Appraiser’s fee. The Independent Appraiser shall be a person who has not previously acted in any capacity for either Sublandlord or Subtenant. Within thirty (30) days after the selection of the Independent Appraiser, the three appraisers shall meet and share among themselves all relevant comparable information in their possession, and attempt in good faith to set the Renewal Term Initial Base Rent by a majority decision of the three Appraisers. If after a reasonable period of discussion, a majority of the Appraisers is unable to agree upon the Renewal Term Initial Base Rent, the Independent Appraiser shall set a date and time for the simultaneous submission in writing by the two (2) other Appraisers to the Independent Appraiser of what amount, in their respective opinion, is the appropriate amount to be set as the Renewal Term Initial Base Rent (respectively referred to as an “Appraiser Submittal”). Once the Appraiser Submittals are so submitted, the Independent Appraiser shall select the Appraiser Submittal which most closely corresponds with what the Independent Appraiser believes is the appropriate amount to be set as the Renewal Term Initial Base Rent, as the Renewal Term Initial Base Rent. The Independent Appraiser shall not have the authority to reach any other decision than selecting one of the Appraiser Submittals or seek to encourage any agreement then being reached among the Appraisers as to the Renewal Term Initial Base Rent. If either Appraiser fails timely to submit its Appraiser Submittal to the Independent Appraiser, the single Appraiser Submittal timely submitted to the Independent Appraiser shall be adopted by the Independent Appraiser as the Renewal Term Initial Base Rent. 3.4.3 After the Renewal Term Initial Base Rent for the first year of the Renewal Term has been set, the Appraisers shall notify Sublandlord and Subtenant and Sublandlord and Subtenant shall immediately execute an amendment to this Sublease (the “Renewal Amendment”) confirming the Renewal Term Initial Base Rent, as so determined, as the Base Rent for the first year of the Renewal Term. Subtenant shall execute and return the Renewal Amendment to Landlord within fifteen (15) days after Subtenant’s receipt of Prime Landlord’s written consent same, but, upon final determination of the Fair Market Rate applicable during the Renewal Term as described herein, an otherwise valid exercise of the Renewal Option shall be fully effective whether or not the Renewal Amendment is executed. If the determination of the Renewal Term Initial Base Rent is delayed beyond the date of commencement of the Renewal Term, Subtenant shall continue to pay Base Rent based upon the Base Rent for the last month of the initial Term of this Sublease. Upon the final determination of the Renewal Term Initial Base Rent, such determination shall be retroactive to the commencement date of the Renewal Term, and if such determination results in an underpayment of Base Rent by Subtenant, Subtenant shall pay to Sublandlord, within ten (10) days after such determination, any amount by which Subtenant may then have underpaid the Renewal Term Initial Base Rent for the portion of the Renewal Term which has then occurred. If such determination results in an overpayment of Base Rent by Subtenant, Sublandlord shall credit such overpayment against the next installment of Base Rent due under this Sublease and, to the extent necessary, any subsequent installments, until the entire amount of such overpayment has been credited against Base Rent. 3.4.4 For purposes hereof, “Fair Market Rate” shall mean the arms length fair market annual rental rate per rentable square foot under renewal subleases and sublease amendments entered into on or about the date on which the fair market rent is being determined hereunder for space comparable to the Sublease Premises in the Building and in other Class “A” office buildings in the Watergate office project, EmeryStation North (0000 Xxxxxx Xxxxxx) and EmeryStation One (0000 Xxxxxx Xxxxxx) located in Emeryville, California. The determination of the Fair Market Rate shall take into account any material economic differences between the terms of this Sublease and any comparison sublease or sublease amendment, such as rent abatements, construction costs and other concessions and the manner, if any, in which the sublandlord under any such sublease is reimbursed for operating expenses and taxes. 3.4.5 This Renewal Option is not transferable; the parties hereto acknowledge and agree that they intend that the aforesaid option to renew this Sublease shall be “personal” to Subtenant and any Permitted Transferee as set forth above and that in no event will any assignee or sublessee have any rights to exercise the aforesaid option to renew. 3.4.6 If and when the Renewal Option is exercised in accordance with this Section 3.4 or if Subtenant fails to exercise the Renewal Option, Subtenant shall have no further right to extend the Term of this Sublease. 3.5 Provided that Master Landlord has consented to this SubleaseSublease and Subtenant has delivered to Sublandlord all prepaid rental, guaranties, certificates of insurance and (2) October 1Security Deposits, 2009 (“if any, required hereunder, Sublandlord will permit Subtenant access to the Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day Premises prior to the Termination Date Commencement Date. Such access shall be for solely the purpose of installing cabling, telephones, furniture and preparing the Sublease Premises for occupancy by Subtenant (subject to the requirements of the Master Lease), and not for the purpose of conducting business thereon. Any entry by Subtenant pursuant to the Prime Lease). Sublandlord this Section 3.5 shall deliver the Subleased Premises “broom clean” and free of be subject to all of Sublandlord’s personal property the terms and conditions of this Sublease (other than and the F&F (defined in Section 2(fprovisions of the Master Lease incorporated herein))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided except that Subtenant shall not be responsible for, or required to remedy, pay any violation of any applicable law, Base Rent or any condition or state of facts, Pass-Through Costs with respect to the Subleased Premises, the Building or the Land existing on or period of time prior to the Commencement Date when Subtenant occupies the Sublease Premises for such purposes. However, Subtenant shall for any Other Charges (as defined in Section 4.4) during such period. Subtenant shall coordinate such entry and work with Sublandlord so as to minimize any interference with Sublandlord’s business operations outside the Sublease Premises or within the Sublease Premises prior to the Commencement Date. Sublandlord is not required may withdraw such permission to perform any work enter the Sublease Premises prior to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect Commencement Date at any time thereafter to terminate this Sublease that Sublandlord reasonably determines that such entry by written notice to the otherSubtenant is causing a dangerous situation for Sublandlord, whereupon the parties shall deem this Sublease to be null and void and Subtenant or their respective contractors or employees, or if Sublandlord reasonably determines that such entry by Subtenant is hampering or otherwise preventing Sublandlord from delivering possession of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of Premises to Subtenant at the Prime Leaseearliest possible date.

Sublease Term. The Subject to Section 9 below, the term of the this Sublease (the “Sublease Term”) commences shall commence on the later to occur of (i) the date that is one (1) Sublandlord’s receipt Business Day following the date Sublandlord delivers possession of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property to Subtenant in the Delivery Condition (other than the F&F (defined in Section 2(f))as hereinafter defined) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that delivers written notice of such delivery to Subtenant shall not (which notice may be responsible for, or required by email to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof[***]), or (ii) Prime Landlord elects January 1, 2024 (the “Commencement Date”) and shall end on June 30, 2028 (the “Expiration Date”), unless sooner terminated pursuant to terminate any provision of this Sublease or the Prime Lease Master Lease. Notwithstanding the foregoing, if Subtenant commences business in respect the Subleased Premises during the early access period pursuant to Section 2.2 below, then the Commencement Date shall be deemed to have occurred (but in no event shall such Commencement Date occur prior to [***]). Notwithstanding the foregoing, if, during the Sublease Term, Subtenant subleases the Retained Premises, then the Expiration Date shall be automatically revised to June 29, 2028. Subtenant shall have no option to extend this Sublease and Sublandlord shall have no obligation to Subtenant to exercise any of its options to extend or other options under the Master Lease. Sublandlord shall use reasonable efforts to deliver possession of the Subleased Premises pursuant to Prime Landlord’s recapture right Subtenant in the Delivery Condition by [***] (the “Target Commencement Date”). In the event Sublandlord is unable to deliver possession of the Subleased Premises on or before the Target Commencement Date, Sublandlord shall not be liable for any damage caused thereby, nor shall this Sublease be void or voidable, nor shall the Sublease Term be extended, but the Term shall not commence and Subtenant shall not be liable for any obligations under this Sublease until the date on which Sublandlord delivers possession of the Subleased Premises to Subtenant in the Delivery Condition except as set forth in Section 16.5 2.2. Notwithstanding the foregoing, if as of the Prime Leasedate that Sublandlord would otherwise deliver possession of the Subleased Premises to Subtenant as described above, then in Subtenant has not delivered to Sublandlord (a) the case Letter of Credit pursuant to the provisions of Section 4 below, (ib) the prepaid Base Rent pursuant to the provisions of Section 3 below, and (c) evidence of Subtenant’s procurement of all insurance coverage required hereunder (collectively, the “Deliverables”), then Sublandlord will have no obligation to deliver possession of the Subleased Premises to Subtenant until such Deliverables are submitted, but the failure on the part of Sublandlord to so deliver possession of the Subleased Premises to Subtenant in such event will not serve to delay the occurrence of the Commencement Date and the commencement of Subtenant’s obligations under this Sublease. During the Term, Subtenant shall have exclusive use of the Patio constructed by Sublandlord pursuant to the Master Lease. Sublandlord shall deliver possession of the Subleased Premises to Subtenant vacant, broom clean, free of all Hazardous Materials (exclusive of any pre-existing conditions affecting the Property as of the commencement date of the Master Lease that are Master Xxxxxxxx’s obligation under the Master Lease to remove or remediate), free and clear of all personal property (exclusive of the FF&E, as hereinafter defined) and branding of Sublandlord in the interior of the Subleased Premises, in compliance with all applicable laws to the extent such compliance is Sublandlord’s obligation under the Master Lease, with all Building systems serving the Subleased Premises in good working order and condition and with the Sublandlord’s Work (as hereinafter defined) substantially completed (the “Delivery Condition”). If the Commencement Date has not occurred by [***] (the “Outside Delivery Date”), Subtenant shall be entitled to a rental credit equal to one (1) day of Base Rent for each may elect at any time thereafter day beyond the Outside Delivery Date until the Commencement Date occurs and if the Commencement Date has not occurred by [***] (the “Final Outside Delivery Date”), then Subtenant shall have the right to terminate this Sublease by delivery of written notice of such election to Sublandlord prior to delivery of the other, whereupon the parties shall deem Subleased Premises. If Subtenant terminates this Sublease pursuant to be null and void and this Section 2.1, then Subtenant shall return the Sublandlord Letter of no effect (except for those provisions expressly stated herein Credit to survive a Sublandlord within [***] of such termination), and in Sublandlord shall return the case Subtenant Letter of (ii) the Sublease will Credit to Subtenant within [***] of such termination. The Outside Delivery Date and Final Outside Delivery Date shall each be deemed terminated in accordance with Section 16.5 of the Prime Leaseextended for any actual delays documented to have been caused by Subtenant or any Subtenant Party and/or any force majeure.

Sublease Term. 3.1. The term of the Sublease (“Sublease Term”) commences on the later to occur of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord Term shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition commence on the Sublease Commencement Date; provided that Subtenant . Promptly following Sublandlord’s request therefor (which request shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or made prior to the Sublease Commencement Date), Subtenant agrees to execute a Sublease Commencement Date Certificate for the Sublease Premises in the form attached as Exhibit C setting forth the actual Sublease Commencement Date and the Expiration Date. Sublandlord is not required In the event Subtenant fails to perform any work execute such Sublease Commencement Date Certificate within ten (10) business days following delivery thereof to prepare Subtenant, Subtenant shall be deemed to have approved all of the Subleased Premises for matters set forth in such certificate and such certificate shall be fully binding on Subtenant’s intended use. 3.2. If (i) for any reason Sublandlord is delayed in delivery of the Sublease Premises to Subtenant with the Relocation Improvements Substantially Completed, Sublandlord shall not be liable therefor, nor shall such failure affect the validity of this Sublease or the obligations of Subtenant hereunder, or extend the Expiration Date, but in such case the Sublease Commencement Date will not occur and Subtenant shall not be obligated to pay Rent until possession of the Sublease Premises with the Relocation Improvements Substantially Completed are tendered to Subtenant and Master Landlord has not received Prime Landlord’s written consent consented to this Sublease. 3.3. Unless sooner terminated or extended as provided herein, the Sublease Term shall end on the Expiration Date. However, the Sublease may be terminated prior to the Expiration Date if the Master Lease is terminated for any cause whatsoever (provided Master Landlord does not require Subtenant to attorn) or if this Sublease is terminated as otherwise provided for herein and in form required by Section 15(i) below by either such case the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects Sublease Term shall end upon such earlier termination. Subtenant shall have no option to terminate the Prime Lease in respect elect an early termination of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublease Term. Sublandlord and Subtenant each may elect at any time thereafter to terminate acknowledge and agree that notwithstanding the fact this Sublease by written notice to demises the otherSublease Premises for approximately the remainder of the term of the Master Lease, whereupon the parties shall deem this Sublease shall be deemed to be null a ‘sublease’ and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Leasenot an ‘assignment.’

Sublease Term. The term of the Sublease (“Sublease Term”) commences ” shall commence on the later to occur earlier of (1i) Sublandlordthe date of substantial completion of Subtenant’s receipt of Prime Landlord’s written consent to this Sublease, and Work (2as hereinafter defined) or (ii) October 1, 2009 2019 (whichever occurs earlier, the “Sublease Term Commencement Date”); , and expires shall expire at 11:59 p.m. on January 28October 30, 2018 2023 (the “Sublease Term Expiration Date”), unless sooner terminated in accordance with the terms hereof; i.e.provided, however, that if the day Lease shall be terminated for any reason prior to the Termination Date pursuant to Sublease Term Expiration Date, then this Sublease shall expire on the Prime termination date of the Lease). Sublandlord shall deliver possession of the Subleased Premises to Subtenant in its then-current “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE ISas is” condition on the Sublease Commencement Date; provided that Subtenant and Sublandlord shall not be responsible for, or required to remedymake any improvements or alterations to the Subleased Premises whatsoever. Sublandlord shall grant Subtenant early access to the Subleased Premises by no later than September 2, 2019 (the “Delivery Date”) for the purpose of installing internet, phones, and cabling, and for commencement of construction of the Subtenant’s Work in accordance with the terms and conditions set forth in Section 9 below. Subtenant shall coordinate any violation such early access to the Subleased Premises with Sublandlord. Any such early access or use of the Subleased Premises by Subtenant or Subtenant’s agents prior to the Sublease Term Commencement Date shall be deemed to be under all the terms, covenants, conditions and provisions of this Sublease (including, without limitation, Subtenant’s insurance requirements), except that Subtenant’s Base Rent obligations for the Subleased Premises shall not begin until the Sublease Term Commencement Date. Provided that Subtenant does not commence beneficial occupancy of the Subleased Premises (i.e., does not commence business operations from or at the Subleased Premises), such early access shall not trigger the Sublease Term Commencement Date. If Sublandlord shall be unable to deliver early access to the Subleased Premises to Subtenant by August 15, 2019, for any applicable lawreason, Sublandlord shall not be subject to any liability whatsoever for such failure and this Sublease shall not be rendered void or voidable as a result of such delay. Notwithstanding the foregoing, if Sublandlord does not deliver early access to the Subleased Premises to Subtenant by October 15, 2019 (the “Outside Delivery Date”) (which Outside Delivery Date shall be subject to extension on a day-for-day basis in the event of force majeure), then Subtenant may terminate this Sublease by delivering ten (10) days prior written notice of such termination to Sublandlord at any condition or state time after the Outside Delivery Date and prior to delivery of facts, with respect early access to the Subleased Premises. If early access to the Subleased Premises is subsequently delivered in the condition required by this Sublease (in “as is” condition) during such ten (10) day period, then the Building termination notice shall be null and void, Subtenant shall accept possession of the Subleased Premises, and this Sublease shall continue in full force and effect. If early access to the Subleased Premises has not been delivered during such ten (10) day period, this Sublease shall terminate and be of no further force and effect and neither party shall have any further obligation to the other. In no event shall Subtenant commence business operations from or at the Land existing on or Subleased Premises prior to the Sublease Term Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for SubtenantUpon Sublandlord’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereofrequest, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect shall execute a Commencement Letter in the form of Exhibit D attached hereto. Notwithstanding anything provided in this Sublease to the contrary, commencing at any time thereafter from and after February 1, 2021, either Sublandlord or Subtenant, as the case may be, may elect to terminate this Sublease by (other than those provisions which are expressly stated to survive termination) upon delivering to the other party to the Sublease at least twelve (12) months’ prior written notice of termination, provided that if it is Subtenant that elects to terminate, Subtenant shall, simultaneously with its notice of termination, pay to Sublandlord at termination fee in an amount equal to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 unamortized cost of the Prime Leasebrokerage fee (amortized on a straight line basis) paid by Sublandlord to Jxxxx Lxxx LaSalle Brokerage, Inc. and Edge Commercial Real Estate in connection with this Sublease.

Sublease Term. (a) The term of this Lease shall commence upon delivery of possession of the Sublease (“Sublease Term”) commences Premises to Subtenant by Sublandlord on the later to occur of (1i) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October June 1, 2009 2021 (the “Sublease Scheduled Commencement Date”); , or (ii) thirty (30) days following receipt of Landlord’s Consent (defined below), such date being the “Commencement Date”, and expires shall expire on January 28the earlier of (a) August 31, 2018 2025 and (b) the day before the Master Lease is terminated, if earlier, in accordance with the terms of the Master Lease (the “Sublease Expiration Date”; i.e.). Upon termination of this Sublease, Sublandlord and Subtenant shall be released from all liabilities and obligations hereunder, except as may otherwise be expressly provided herein. (b) Provided Subtenant has received Landlord’s Consent (defined below), Subtenant may enter the day Premises for the purpose of installing furniture, fixtures, and equipment during the period that is ten (10) days prior (the “Move-in Date”) to the Termination Commencement Date pursuant (the “Early Occupancy”), provided that such Early Occupancy be subject to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlordthe terms and conditions of this Sublease, including without limitation, Subtenant’s personal property (other than the F&F (defined in Section 2(f))) obligation to pay Sublandlord all sums and debrischarges required to be paid by Subtenant, but otherwise in “AS ISprovided, WHERE IS” condition on the Sublease Commencement Date; provided that however, during such Early Occupancy, Subtenant shall not be responsible forobligated to pay Base Rent or Additional Rent. Prior to any such Early Occupancy, Subtenant shall provide Sublandlord with certificates of insurance or required other evidence acceptable to remedySublandlord evidencing Subtenant’s compliance with the insurance obligations set forth in Section 14 below. (c) Subtenant agrees that in the event of the inability of Sublandlord to tender possession of the Premises on or before the Scheduled Commencement Date, Sublandlord shall not be liable for any violation damages resulting from such inability, and no such failure to give possession on the Scheduled Commencement Date shall affect the obligations of Subtenant under this Sublease, except that the Commencement Date and Subtenant’s obligations for the payment of Base Rent and Additional Rent shall, accordingly, be deferred until Sublandlord tenders possession of the Premises to Subtenant. In the event of the inability of Sublandlord to tender possession of the Premises on or before July 1, 2021 (the “Outside Date”), then Subtenant shall be entitled to one (1) day of additional abated Base Rent on a day for day basis until the date Sublandlord tenders possession of the Premises to Subtenant. Notwithstanding any applicable lawof the foregoing, or any condition or state of facts, with respect to the Subleased Premisesextent that any delay in tender of possession of the Premises on or before the Outside Date is a result of Subtenant’s failure to comply with the terms and conditions of this Sublease or Subtenant’s acts or omissions (a “Subtenant Delay”), the Building or Commencement Date shall be deemed to have occurred on the Land existing date on or prior which it would otherwise have occurred but for such Subtenant Delay. Unless and to the extent of a Subtenant Delay, if Sublandlord obtains the Landlord’s Consent and otherwise does not deliver possession of the Premises to Subtenant, then at any time after September 15, 2021, Subtenant shall be entitled to send a notice to Sublandlord that such failure to deliver will give Subtenant the right to terminate this Sublease Commencement Date. Sublandlord is not required pursuant to perform any work to prepare this Subsection (the Subleased Premises for Subtenant’s intended use“No Delivery Notice”). If Sublandlord does not then deliver possession of the Premises within thirty (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (6030) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of No Deliver Notice (i“Delivery Deadline”), then Sublandlord and Subtenant each may elect at any time thereafter after the Delivery Deadline until Sublandlord delivers the Premises to Subtenant, Subtenant shall have the right to terminate this Sublease by upon written notice to the otherSublandlord, whereupon the parties shall deem provided, however, Subtenant’s right to terminate this Sublease pursuant to this Section 2(c), shall be null and void and of no further force or effect upon Sublandlord’s delivery of the Premises to Subtenant on or before September 15, 2021. (except for those provisions expressly stated herein to survive d) Subtenant shall, at Sublandlord’s request, execute and deliver a termination), and memorandum agreement provided by Sublandlord in the case form of (ii) Exhibit H attached hereto confirming the Sublease will be deemed terminated in accordance Commencement Date, and, if necessary, rent schedule with Section 16.5 of the Prime Leaserevised dates.

Sublease Term. (a) The term of the this Sublease (the “Sublease Term”), shall commence on the latest of the following dates (the “Sublease Commencement Date”): (i) commences the date on which Landlord shall have delivered its written consent to this Sublease (the “Landlord Consent”); and (ii) the date on which Sublandlord shall have delivered vacant (except for the Furniture (as hereinafter defined) to be used by Subtenant during the Sublease Term) and broom-clean possession of the Subleased Premises to Subtenant, unless Subtenant shall occupy the Subleased Premises for the normal conduct of its business prior to such delivery of the Subleased Premises in the condition set forth in this clause (ii), in which event the Sublease Commencement Date shall be deemed to be such date that Subtenant so occupies the Subleased Premises for the normal conduct of its business. The Sublease Term shall expire on May 30, 2010 (the “Sublease Expiration Date”), unless the Sublease Term shall be sooner terminated as hereafter provided or pursuant to law. (b) Sublandlord shall not be subject to any liability for its failure to deliver the Subleased Premises to Subtenant by any particular date and the validity of this Sublease shall not be impaired thereby nor the Sublease Expiration Date extended thereby. Subject to the following provisions of this Paragraph 2(b), Subtenant expressly waives any right to rescind this Sublease under Section 223-a of the New York Real Property Law or under any present or future statute of similar import then in force and further expressly waives the right to recover any damages that may result from Sublandlord’s failure to deliver possession of the Subleased Premises on any particular date. Subtenant agrees that the provisions of this Paragraph 2(b) are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a. Without limiting the foregoing, if the Landlord Consent shall have been obtained and Sublandlord shall not have delivered to Subtenant vacant (except for the Furniture to be used by Subtenant during the Sublease Term) and broom-clean possession of the Subleased Premises, in the condition required under Paragraph 3 of this Sublease, on or prior to the date (the “Outside Delivery Date”) which is the later to occur of June 30, 2003 or the date which is 10 days after the Landlord Consent is obtained, then Subtenant shall have the right to terminate this Sublease on written notice given to Sublandlord within 10 days after the Outside Delivery Date (1the “Termination Date”) but before Sublandlord shall have delivered such possession of the Subleased Premises to Subtenant, which notice shall be effective upon receipt by Sublandlord’s receipt . In the event of Prime Landlord’s written consent such termination, this Sublease shall be deemed automatically void and of no further force or effect on the date such notice is received by Sublandlord, without any further action by Sublandlord or Subtenant, Sublandlord shall return to Subtenant the first monthly installment of Sublease Base Rent and any security deposit paid by Subtenant upon its execution and delivery of this Sublease, and (2) October 1Sublandlord and Subtenant shall have no further obligations or liability under this Sublease except as expressly set forth in this Sublease to survive termination hereof. To the extent that such delivery of possession shall be delayed beyond the Outside Delivery Date by reason of any act or omission of Subtenant or any event beyond Sublandlord’s reasonable control, 2009 (“Sublease Commencement Date”); then the respective dates that shall constitute the Outside Delivery Date and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant shall be delayed by the period of time equal to the Prime Lease). duration of all such delays. (c) Sublandlord shall deliver submit to Subtenant a written agreement, substantially in the Subleased Premises “broom clean” and free form annexed hereto as Exhibit C, confirming the date fixed, in accordance with the provisions of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debristhis Sublease, but otherwise in “AS IS, WHERE IS” condition on as the Sublease Commencement Date; provided that Date and Subtenant shall execute such agreement and return it to Sublandlord within 15 days thereafter. Any failure of the parties to execute such written agreement shall not be responsible for, or required to remedy, any violation affect the validity of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord Date as fixed and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Leasedetermined as aforesaid.

Sublease Term. The term of the this Sublease (“Sublease Term”) commences shall commence on the later to occur of (1) Sublandlord’s date on which Sublessor occupies the Premises for operating business following receipt of Prime Landlord’s written consent to this Subleasethe Consent described in Section 6A below, and (2) October but in no event later than June 1, 2009 2017 (the “Sublease Commencement Date”); ) and expires on January 28shall expire September 30, 2018 2020 (the “Sublease Expiration Termination Date”; i.e.), unless sooner terminated pursuant to the day terms hereof. If for any reason the term of the Master Lease is terminated prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” expiration of this Sublease, this Sublease and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant Term shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior thereupon terminate. Prior to the Sublease Commencement Date, Sublessor shall grant Sublessee access to the Premises beginning May 16, 2017 for the sole and exclusive purpose of planning and design activities; provided that Sublessee shall notify Sublessor at least 2 business days in advance of the dates and times Sublessee wishes to have access. Sublandlord is Sublessor shall not be required to perform any work grant access to prepare the Subleased Premises for Subtenant’s intended useSublessee if Sublessor reasonably determines that such access would be disruptive to the business of Sublessor. If Notwithstanding the foregoing, (i) such access shall be subject to the terms and conditions of this Sublease, provided that Sublessee shall not be required to pay rent for any reason Sublandlord has not received Prime Landlord’s written consent to this entry or possession during such period before the Sublease in form required Commencement Date, except for the cost of any services requested by Section 15(i) below by the date which is sixty Sublessee (60) days from the date hereof, or e.g. after hours HVAC service); (ii) Prime Landlord elects Sublessee shall not conduct its business from the Premises during the period of such access; (iii) such access shall be subject to terminate the Prime Lease in respect such rules and regulations as Sublessor may reasonably promulgate and Sublessee shall ensure that any architect, engineer, designer, contractor and xxxxxxx employed by Sublessee observes such rules, and prior to commencement of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then any work 28096-1611/134665466.1 in the case Premises, makes appropriate arrangements with Sublessor; and (iv) any such access shall be at Sublessee’s risk and Sublessor shall have no liability for any loss, damage or injury to Sublessee’s personal property, equipment, employees or agents which may be on or about the Premises during the period of (i)such entry and Sublessee hereby releases Sublessor from any claim with respect thereto from whatever cause. Sublessee shall peaceably and quietly hold and enjoy the Premises for the Sublease Term, then Sublandlord without hindrance from Sublessor or any party claiming, by, through or under Sublessor, but not otherwise, subject to the terms and Subtenant each may elect at any time thereafter to terminate conditions of this Sublease by written notice and subject to the other, whereupon provisions of and rights of Master Lessor under the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Master Lease.

Sublease Term. The term A. This Sublease shall commence on the «Start_Day_of_Month_and_Year_» and end on the «End_Day_of_Month_and_Year», unless sooner terminated as herein provided (“Term.”) In no event shall the Term of this Sublease exceed one (1) year. B. In the event that Sublessor is unable for any reason to deliver possession of the Apartment to Sublessees within seven (7) days of the date specified herein, Sublessor shall provide written notice to Sublessees designating the date upon which the Apartment will be available for possession. Under such circumstances, Sublessees’ only remedies shall be (a) to cancel the Sublease, in which case any security deposit, application fee or any other payments paid by or on behalf of Sublessees to Sublessor for the specific purpose of securing the Apartment will be returned to Sublessees; or (b) to accept occupancy at the later date, in which event Sublessor shall prorate the rent to that date. C. If any Sublessee vacates the Apartment prior to the end of the Sublease (“term, Sublessor shall not be obligated to find a replacement Sublessee. Unless released from this Sublease by Sublessor, all undersigned Sublessees, including those who have vacated the Apartment during the Term”) commences on the later , shall remain subject to occur all terms and conditions of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e.including all rent or damages owed for the remainder of the Term. D. If a Sublessee vacates the Apartment during the Term, the day prior remaining Sublessees may add a replacement Sublessee to the Termination Date pursuant to Sublease, provided the Prime Lease)proposed replacement Sublessee meets the eligibility requirements defined above, has completed an application and has prior written authorization by Sublessor. Sublandlord Such replacement Sublessee shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent made a party to this Sublease in form through an addendum. The replacement Sublessee is required by Section 15(i) below to pay Sublessor the portion of the security deposit originally paid by the date which is sixty vacating Sublessee (60) days from unless notified otherwise in writing by the date hereoforiginal Sublessees, or (ii) Prime Landlord elects to terminate the Prime Lease in respect it will be assumed that each Sublessee paid an equal amount of the Subleased Premises pursuant security deposit). Once the vacating Sublessee has vacated the Apartment, remaining Sublessees shall allow the Sublessor to Prime Landlordinspect the Apartment following Sublessor’s recapture right set forth in Section 16.5 notice to do so. Vacating Sublessee’s portion of the Prime Leasesecurity deposit, then minus any charge authorized under this Sublease as determined by the inspection discussed in the case of (i)previous sentence, then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 refunded after Sublessor has received the replacement Sublessee’s portion of the Prime Leasesecurity deposit.

Sublease Term. The term For purposes of the Sublease (“Sublease Term”) commences on the later to occur of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (the “Sublease Commencement Date”” shall be the later of (i) the date on which Sublandlord delivers full and exclusive possession of the Subleased Premises to Subtenant in the Delivery Condition (as that term is hereinafter defined); and expires (ii) the date on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to which Subtenant receives a fully-executed copy of the Prime LeaseLandlord’s Consent (as that term is hereinafter defined). Sublandlord shall use commercially reasonable good faith efforts to deliver full and exclusive possession of the Subleased Premises “broom clean” to Subtenant in the Delivery Condition to Subtenant on November 1, 2019. If for any reason the Sublease Commencement Date has not occurred on or before November 10, 2019, Subtenant shall receive an abatement of Monthly Base Rent of one (1) day of Monthly Base Rent for each day in the period commencing on November 10, 2019 and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition ending on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, Date (“Monthly Base Rent Abatement”). If for any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to reason the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord Date has not received Prime Landlord’s written consent to this Sublease in form required occurred by Section 15(i) below by December 31, 2019, Subtenant shall have the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the otherSublandlord, whereupon all letters of credit and other amounts paid by Subtenant hereunder shall be forthwith returned to Subtenant and this Sublease shall be void without recourse to the parties shall deem hereto. The term of this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination)the “Sublease Term”) shall commence on the Sublease Commencement Date, and in end on the case earlier of (i) July 31, 2022 or (ii) the Sublease will be deemed terminated in accordance with Section 16.5 termination of the Prime LeaseLease (the “Sublease Expiration Date”), unless sooner terminated as a result of a Sublease Default (as that term is hereinafter defined) in accordance herewith.

Sublease Term. The This Sublease shall be for a term of (the Sublease (“Sublease Term”) commences commencing upon the date (the “Commencement Date”) that the Subleased Premises is delivered to Subtenant in the Delivery Condition (as defined below) and ending on the later day immediately preceding the date which is thirty (30) months following the Commencement Date (the “Expiration Date”) or any earlier date on which this Sublease is terminated earlier in accordance with its terms; provided, however, that in no event shall the Sublease Term extend beyond the term of the Master Lease Agreement. Sublandlord anticipates delivering the Subleased Premises to occur of Subtenant in the Delivery Condition on August 30, 2019 (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (the “Sublease Anticipated Commencement Date”). Notwithstanding anything herein to the contrary, if Sublandlord does not deliver possession of the Subleased Premises to Subtenant on or before the Anticipated Commencement Date set forth above in the Delivery Condition, then this Sublease shall not terminate and Sublandlord will have no liability for such failure to deliver the Subleased Premises to Subtenant; and expires provided, however, that the Commencement Date shall be delayed until the date that Sublandlord delivers the Subleased Premises in the Delivery Condition; provided further, that in the event the delivery of the Subleased Premises does not occur on January 28or before the date that is forty-five (45) days after the Anticipated Commencement Date, 2018 (“Subtenant may terminate this Sublease Expiration Date”; i.e., the day by giving written notice thereof to Sublandlord at any time prior to the Termination Date pursuant delivery of the Subleased Premises, and Sublandlord shall return to Subtenant any amounts delivered by Subtenant under this Sublease. As used herein, the term “Delivery Condition” shall mean that each of the following shall have occurred: (i) Sublandlord shall have delivered occupancy of the Subleased Premises to Subtenant without Sublandlord’s occupants therein, (ii) the alterations to the Prime LeaseSubleased Premises as set forth on Exhibit A-2 attached hereto shall be complete, (iii) the Subleased Premises shall be free and clear of trash and debris, and free and clear of Sublandlord’s personal property, except for the cubicles, chairs, private office furniture, lab casework, cabling and IT and AV equipment identified on Exhibit C (collectively, the “FF&E”), (iv) the Subleased Premises shall be in good condition and repair and compliance with laws, and the Building Systems serving the same, shall be in a good and operational condition, and (v) Subtenant shall have received a temporary certificate of occupancy. Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that to Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime promptly upon Master Landlord’s written consent delivery of the same to this Sublease Sublandlord. Subject to subsection (c) below, in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect no event shall Subtenant enter any portion of the Subleased Premises pursuant to Prime until Master Landlord’s recapture right set forth in Section 16.5 Consent has been received by Sublandlord. Upon Sublandlord’s delivery of the Prime LeaseSubleased Premises to Subtenant, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter shall complete and execute the Sublease Commencement Agreement attached hereto as Exhibit B, confirming, among other things, the Commencement Date and Expiration Date for the Subleased Premises. Subtenant shall have no right whatsoever pursuant to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and extend the Sublease Term for any portion of no effect the Subleased Premises (except for those provisions expressly stated herein including but not limited to survive a terminationthe Extension Right of Sublandlord pursuant to Section 40 of the Master Lease Agreement), and Subtenant acknowledges and agrees that this Sublease does not incorporate by reference or include any right of Sublandlord in the case of (ii) Master Lease Agreement to extend the Sublease will be deemed terminated in accordance with Section 16.5 term of the Prime LeaseMaster Lease Agreement. Sublandlord shall not cause a Tenant Delay to occur under Exhibit C of the Master Lease Agreement.

Sublease Term. The term of the this Sublease (“"Sublease Term”") commences shall be for a period of one hundred twenty-two (122) months, subject to extension pursuant to the terms of Paragraph 4.2 below, commencing on the later to occur of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October November 1, 2009 1987 (“Sublease "Commencement Date”); ") and expires ending on January 28December 31, 2018 (“1997. With respect to the initial Sublease Expiration Date”; i.e.Term, Sublessee acknowledges that pursuant to Paragraph 2 of the Master Lease, the day initial term of the Master Lease terminates on December 31, 1992. Thereafter, Sublessor has the right and option under said Paragraph 2 to renew the Master Lease for three (3) additional five (5) year terms commencing automatically as of the expiration of the initial or any extended term, upon giving Lessor written notice of exercise of Sublessor's option to renew at least one hundred eighty (180) days prior to the Termination Date pursuant expiration of the initial or any extended term. Subject to all other provisions of the Prime Lease). Sublandlord shall deliver Master Lease which may cause the Subleased Premises “broom clean” and free early termination of all of Sublandlord’s personal property the Master Lease (other than as a result of Sublessor's default thereunder or a surrender thereof by Sublessor), Sublessor shall, no later than May 1, 1992, exercise its first option to extend the F&F (defined Master Lease term to December 31, 1997. Sublessor appoints Sublessee as its special attorney-in-fact solely for the purpose of exercising Sublessor's first option to extend the Master Lease term to December 31, 1997, and Sublessee shall have the nonexclusive right to exercise such option in Section 2(f))) Sublessor's name, if and debrisonly if Sublessor has not provided Sublessee with written evidence of its exercise of said first option by May 1, but otherwise in “AS IS1992. Accordingly, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant Sublessor shall not be responsible for, or required liable to remedy, any violation of any applicable law, or any condition or state of facts, with respect Sublessee for Sublessor's failure to exercise said option. Each party shall deliver to the Subleased Premisesother a copy of its exercise notice concurrently with its delivery of the same to Lessor. The foregoing notwithstanding, if an Event of Default exists at any time either party desires or is required ;c exercise the first option to extend the Master Lease 'term to December 31, 1997, then at sum time Sublessor shall not obligated to exercise its first option to extend the Master Lease term for Sublessee's benefit nor shall Sublessee have any right to exercise said option in Sublessor's name as special attorney-in-fact for Sublessor. If, for any reason, the Building or the Land existing on or prior Master Lease term is not extended (other than due to the Sublease Commencement Date. Sublandlord is not required refusal of Lessor to perform any work to prepare honor or accept the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect exercise of the Subleased Premises pursuant option to Prime Landlord’s recapture right set forth in Section 16.5 of extend the Prime Master Lease, then in the case except where due to an Event of (iDefault), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the othershall terminate on December 31, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Lease1992.

Sublease Term. The term of the this Sublease (“Sublease Term”) commences on the later to occur shall commence as of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October December 1, 2009 (“Sublease Commencement Date”); , and expires shall expire on January 28April 30, 2018 2013 (“Sublease Expiration Date”; i.e., ). Notwithstanding anything herein or in the day prior Master Lease to the Termination Date pursuant contrary, Subtenant shall have no right or option to extend the Prime Lease)Sublease Term beyond the Sublease Expiration Date. Subtenant acknowledges that the Sublandlord shall deliver currently occupies the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than that from and after the F&F (defined in Section 2(f))) date hereof and debrisuntil November 16, but otherwise in “AS IS2009, WHERE IS” condition on Subtenant shall have no right to access the Subleased Premises. During the period from November 16, 2009 until the Sublease Commencement Date; provided that , Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect may have access to the Subleased Premises, but Subtenant may not operate for business in the Subleased Premises. Prior to any entry by Subtenant or its representatives, Subtenant shall provide Sublandlord the certificates of insurance required pursuant to Paragraph 15 below. Subtenant shall have no right to commence any work of improvement or alteration to the Subleased Premises, including the installation of any cabling or communications equipment, until the consent of Master Landlord and Sublandlord have been obtained as provided in Paragraph 4 below. In no event shall any Subtenant work affect any Building systems or Sublandlord’s telephone or telecommunications equipment and cabling. If Master Landlord does not consent to this Sublease or this Sublease is terminated for any other reason before the Sublease Commencement Date, Subtenant shall remove any installations, alterations or improvements made by it within five (5) business days following Subtenant’s receipt of Sublandlord’s written request therefor. Subtenant agrees to indemnify and hold Sublandlord harmless from and against any damage to the Building, Building systems or the Land existing on Premises or any claim by Master Landlord resulting or arising from Subtenant’s entry into the Subleased Premises and the performance of any work by Subtenant prior to the Sublease Commencement Date; provided, however, the foregoing indemnity shall not apply to any damage or claim to the extent such damage or claim arises out of, is caused by or results from the negligence or willful misconduct of Sublandlord, Master Landlord or any of their respective agents, contractors, employees, invitees and/or representatives. Sublandlord is not required to perform Upon the Sublease Expiration Date or any work to prepare earlier termination of this Sublease, Subtenant shall deliver the Subleased Premises for to Sublandlord in as good condition as existed on the first date of possession by Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required , ordinary wear and tear, alterations approved by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter Master Landlord expressly permitted by such parties to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) remain after the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime LeaseExpiration Date and damage from casualty excepted.

Sublease Term. The Sublandlord has retained Environmental and Occupational Risk Management, Inc. (“EORM”) to prepare a Phase I Environmental Site Assessment for Building 170 (the “Phase I”). This Sublease shall be for a term of (the Sublease (“Sublease Term”) commences commencing on the later to occur of (A) the later of (i) November 1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, 2011, and (2ii) October 1receipt of the fully-executed Master Landlord’s Consent (in either case, 2009 the “Target Start Date”) and (B) unless waived in whole or in part by Subtenant, the date upon which (i) Sublandlord and Subtenant have received the Phase I, in form and substance satisfactory to Subtenant in its commercially reasonable discretion, and any governmental sign-off necessary to permit Subtenant to occupy the Subleased Premises and conduct its business therein, if any, and (ii) Sublandlord has delivered the Subleased Premises to Subtenant in the required condition, and ending on April 30, 2017, unless terminated earlier in accordance with the terms of this Sublease (as applicable, the “Sublease Commencement End Date”); and expires on January 28provided, 2018 (“however, than in no event shall the Sublease Expiration Date”; i.e.Term extend beyond the term of the Master Lease, the day prior to the Termination Date pursuant to the Prime Lease)as set forth therein. Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Upon Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect delivery of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime LeaseSubtenant, then in the case of (i), then Sublandlord and Subtenant shall complete and execute the Delivery Agreement attached hereto as Exhibit B, confirming the Start Date and scheduled End Date. If the Start Date does not occur by January 1, 2012, for any reason other than a delay caused by Subtenant, then Base Rent (defined below) shall be abated one additional day after the Start Date occurs for each may elect such day of delay or, at any time thereafter to terminate Subtenant’s election, this Sublease shall terminate and Sublandlord shall return to Subtenant all amounts paid by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime LeaseSubtenant hereunder.

Sublease Term. 3.1 The term of the this Sublease (hereinafter called the "Term") shall commence on January 1, 2024 (the “Sublease TermEffective Date”) commences and terminate on December 31, 2026, unless earlier terminated as provided below. 3.2 Subject to the provisions set forth below, the Term of this Sublease and Xxxxxxxxx's right to possession of the Premises shall end on the later earliest of the following dates: (a) Upon no less than thirty (30) days’ prior written notice from either Party to occur the other; (b) The date a petition is filed by Sublessee under any Chapter of the United States Bankruptcy Code or any comparable state law or the date on which Sublessee is adjudicated a bankrupt or is reorganized in a bankruptcy or reorganization proceeding; (1c) SublandlordThe date of Sublessee’s receipt death or the date Sublessee abandons or vacates the Premises or permits the Premises to remain vacant or unoccupied for more than five (5) consecutive business days or for such shorter period of Prime Landlordtime if it is evident that Sublessee has removed all personal and business effects such that, in the sole opinion of Sublessor, it appears that Sublessee has vacated and abandoned the Premises; or (d) The date of any breach of this Sublease by Sublessee (including, but not limited to, the failure of Sublessee to pay Usage Fee or other monies due and owing hereunder when due). Sublessee's right to possession shall automatically end on the dates described in subparagraphs (a) and (b) without entry, notice and/or demand or any other action by Sublessor and shall end on the dates described in subparagraphs (c) and (d) solely at Sublessor's option and discretion, without entry, notice and/or demand or any other action by Sublessor. 3.3 If Sublessee's right to possession ends pursuant to Section 3.2, Sublessor may use all available means to recover possession of the Premises and such action by Sublessor shall not prejudice Sublessor's cause(s) of action against Sublessee for any damages resulting from Xxxxxxxxx's use or occupancy of Premises, breach of this Sublease or any rights of redemption. In such event, Sublessor may immediately take possession and/or commence an action for damages (including, but not limited to, the accelerated rent and the costs necessary to satisfy Sublessee's obligations hereunder). 3.4 Upon termination of Sublessee's right to possession, regardless of reason, Sublessee shall immediately remove all Sublessee's personal property located on the Premises and return the keys and possession of the Premises to Sublessor in its original condition, ordinary wear and tear excepted. Sublessee shall repair and/or reimburse Sublessor for any damage to the Premises resulting from Sublessee’s written consent use and/or removal of Sublessee’s property from the Premises. If Sublessee fails to immediately remove any such personal property as of the date of termination of Sublessee’s right to possession of the Premises, at Sublessor's option, all rights, interest and title to (and all right to possession of) such items shall automatically and immediately pass to Sublessor without notice to Sublessee and without further qualification. 3.5 Notwithstanding any contrary provision of this Sublease, and (2) October 1in the event Sublessor loses its underlying tenancy under the Lease, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to reason, this Sublease in form required by Section 15(i) below shall immediately and automatically terminate unless otherwise agreed to by the date which is sixty (60) days from the date hereofParties hereto, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Leasewriting.

Sublease Term. The To have and to hold the Subleased Premises unto Subtenant for a term of (the Sublease (“Sublease Term”) commences commencing on the date (the “Commencement Date”) that is the later to occur of (a) November 1, 2017, (b) Sublandlord’s receipt Sublandlord vacating the Subleased Premises and delivering the same to Subtenant in the condition required under this Sublease (the “Delivery Date”), and (c) the date of Prime Landlord’s written consent to this Sublease, and ending on July 30, 2021 (2) October 1, 2009 (the “Sublease Commencement Expiration Date”); , unless sooner terminated as herein provided. This Sublease is conditioned on, and expires on January 28shall not be effective until approved by Prime Landlord, 2018 (“Sublease Expiration Date”; i.e.in writing, such written approval to be in form reasonably acceptable to Subtenant and Sublandlord, it being agreed that Prime Landlord’s standard form of consent shall be deemed reasonably acceptable. Sublandlord shall promptly request the day prior to the Termination Date pursuant to same and pay any fees or charges expressly provided for in the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s Landlord elects, in writing, to withhold its consent written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Leasefor any reason whatsoever, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be deemed null and void and of no further force or effect (except for those provisions expressly stated herein and Sublandlord shall not have any liability to survive a termination)Subtenant on account of Prime Landlord’s withholding or denial of consent, and, in which case, Sublandlord shall promptly return to Subtenant the Security Deposit and all other sums theretofore paid by Subtenant hereunder. If Prime Landlord’s written consent is not received by November 15, 2017, either party by notice to the other party given after November 15, 2017 and prior the receipt of Prime Landlord’s consent, may cancel this Sublease, in which case Sublandlord shall promptly return to Subtenant the case of (ii) Security Deposit and all other sums theretofore paid by Subtenant hereunder. If the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Lease.Delivery

Sublease Term. Unless sooner terminated as provided for herein, this Sublease is for the term (the "Sublease Term") commencing upon the date that Sublandlord delivers the Subleased Premises to Subtenant pursuant to Section 8.1 below (the "Sublease Commencement Date"), which Sublease Commencement Date is anticipated to be between February 15, 2000 and March 1, 2000. The term of the this Sublease shall expire on October 25, 2006 (“Sublease Term”) commences on the later to occur of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“"Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease"). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on Following the Sublease Commencement Date; provided that , Sublandlord may, at its option, deliver to Subtenant a Memorandum of Sublease Commencement Date in the form attached hereto as Exhibit B which shall confirm the Sublease Commencement Date and Subtenant shall execute and deliver such memorandum to Sublandlord within five (5) business days following receipt thereof. Notwithstanding anything to the contrary set forth in this Sublease or in the Master Lease, Sublandlord shall not be subject to any liability in the event Sublandlord fails to tender possession of the Subleased Premises to Subtenant hereunder, nor shall Sublandlord be liable for any damage or injury resulting from delay incident to failure to tender possession of the Subleased Premises to Subtenant in a timely manner, but in such case Subtenant shall not be responsible for, or required obligated to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect pay rent until possession of the Subleased Premises pursuant is tendered to Prime Landlord’s recapture right Subtenant. Notwithstanding anything to the contrary set forth in Section 16.5 of this Sublease, if the Prime LeaseSublease Commencement Date does not occur by April 1, then in 2000 (the case of (i"Outside Date"), then Sublandlord and Subtenant each Subtenant, as its sole remedy, may elect at any time thereafter to terminate this Sublease by giving Sublandlord written notice to the otherof termination on or before April 6, whereupon the parties shall deem 2000, and in such event, this Sublease to shall be deemed null and void and of no further force and effect (except for those provisions expressly stated herein and Sublandlord shall promptly refund any sums previously advanced by Subtenant under this Sublease and the parties hereto shall have no further responsibilities or obligations to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance each other with Section 16.5 of the Prime Leaserespect to this Sublease.