Common use of Sublease Term Clause in Contracts

Sublease Term. a. This Sublease shall commence on the earlier of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 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”). Unless sooner terminated pursuant to any provision in this Sublease, this Sublease shall continue until the first to occur of (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”). Notwithstanding the foregoing, (i) the present term of the Master Lease expires on June 30, 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 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 to have been conveyed only if and to the extent that the term of the Master 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. This The term of the Sublease shall commence (“Sublease Term”) commences on the earlier later to occur of the completion of construction on and (1) Sublandlord’s moving receipt of Prime Landlord’s written consent to Sublandlord’s new space this Sublease, and (targeted for November 2) October 1, 2011) or the date Subtenant’s first occupying any portion of the Subleased Premises for purposes of conducting its business therein 2009 (the “Sublease Commencement Date”). Unless sooner terminated ; 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 provision in this Subleaseviolation of any applicable law, this 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 shall continue until Commencement Date. Sublandlord is not required to perform any work to prepare the first to occur of 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 day immediately preceding date which is sixty (60) days from the Termination Datedate hereof, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from Prime Landlord elects to terminate the date hereof (Prime Lease in respect of the “Sublease Term”). Notwithstanding Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the foregoingPrime 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 present term 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 Master Lease expires on June 30, 2014 case of (ii) the Primary Sublandlord has stated that it intends to extend the term Sublease will be deemed terminated in accordance with Section 16.5 of the Master Prime Lease, and (iii) if for any reason the term of the Master Lease is not so extended, the Sublease 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 to have been conveyed only if and to the extent that the term of the Master 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. This 3.1. The Sublease Term shall commence on the earlier of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 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”. Promptly following Sublandlord’s request therefor (which request shall not be 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. In the event Subtenant fails to execute such Sublease Commencement Date Certificate within ten (10) business days following delivery thereof to Subtenant, Subtenant shall be deemed to have approved all of the matters set forth in such certificate and such certificate shall be fully binding on Subtenant. 3.2. If 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 consented to this Sublease. 3.3. Unless sooner terminated pursuant or extended as provided herein, the Sublease Term shall end on the Expiration Date. However, the Sublease may be terminated prior to any provision in this Sublease, this Sublease shall continue until the first to occur of (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”). Notwithstanding the foregoing, (i) the present term of Expiration Date if the Master Lease expires on June 30, 2014 is terminated for any cause whatsoever (iiprovided Master Landlord does not require Subtenant to attorn) or if this Sublease is terminated as otherwise provided for herein and in either such case the Primary Sublease Term shall end upon such earlier termination. Subtenant shall have no option to elect an early termination of the Sublease Term. Sublandlord has stated and Subtenant acknowledge and agree that it intends to extend notwithstanding the fact this Sublease demises the Sublease Premises for approximately the remainder of the term of the Master Lease, and (iii) if for any reason the term of the Master Lease is not so extended, the this Sublease 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 to have been conveyed only if be a ‘sublease’ and to the extent that the term of the Master 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 Termnot an ‘assignment. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.’

Sublease Term. a. This The “Sublease Term” shall commence on the earlier of (i) the date of substantial completion of construction on and SublandlordSubtenant’s moving to Sublandlord’s new space Work (targeted for November as hereinafter defined) or (ii) October 1, 2011) or 2019 (whichever occurs earlier, the “Sublease Term Commencement Date”), and shall expire at 11:59 p.m. on October 30, 2023 (the “Sublease Term Expiration Date”), unless sooner terminated in accordance with the terms hereof; provided, however, that if the Lease shall be terminated for any reason prior to the Sublease Term Expiration Date, then this Sublease shall expire on the termination date Subtenant’s first occupying any portion of the Lease. Sublandlord shall deliver possession of the Subleased Premises for purposes of conducting to Subtenant in its business therein then-current “as is” condition and Sublandlord shall not be required to make 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 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. Unless sooner terminated pursuant If Sublandlord shall be unable to deliver early access to the Subleased Premises to Subtenant by August 15, 2019, for any reason, Sublandlord shall not be subject to any provision in this Sublease, liability whatsoever for such failure and this Sublease shall continue until the first to occur not be rendered void or voidable as a result of (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”)delay. Notwithstanding the foregoing, if Sublandlord does not deliver early access to the Subleased Premises to Subtenant by October 15, 2019 (ithe “Outside Delivery Date”) (which Outside Delivery Date shall be subject to extension on a day-for-day basis in the present term 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 time after the Outside Delivery Date and prior to delivery of 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 termination notice shall be null and void, Subtenant shall accept possession of the Master Lease expires on June 30, 2014 (ii) the Primary Sublandlord has stated that it intends to extend the term of the Master LeaseSubleased 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 (iii10) if for any reason the term day period, this Sublease shall terminate and be of the Master Lease is not so extended, the Sublease Term shall expire on June 30, 2014 no further force and effect and neither party shall have any liability further obligation to the other on account of such factother. To In no event shall Subtenant commence business operations from or at the extent that an estate is conveyed hereunder for a period from and after June 30, 2014, such estate shall be deemed to have been conveyed only if and Subleased Premises prior to the extent that the term of the Master Lease is extendedSublease Term Commencement Date. Within 30 days after the Sublease Commencement Date and upon request of Upon Sublandlord’s request, Sublandlord and Subtenant shall jointly execute a written declaration prepared by Sublandlord specifying Commencement Letter in the actual form of Exhibit D attached hereto. Notwithstanding anything provided in this Sublease Commencement Date and to the last day of the Sublease Term. b. The Sublease shall automatically terminate contrary, commencing at any time from and after February 1, 2021, either Sublandlord or Subtenant, as the case may be, may elect to terminate this Sublease (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 Primary Sublease terminates for any reasonunamortized cost of the brokerage 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. A. This Sublease shall commence on the earlier «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 completion Apartment to Sublessees within seven (7) days of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 2011) or the date Subtenant’s first occupying 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, shall remain subject to all terms and conditions of this Sublease, including all rent or damages owed for the remainder of the Term. D. If a Sublessee vacates the Apartment during the Term, the remaining Sublessees may add a replacement Sublessee to the Sublease, provided the proposed replacement Sublessee meets the eligibility requirements defined above, has completed an application and has prior written authorization by Sublessor. Such replacement Sublessee shall be made a party to this Sublease through an addendum. The replacement Sublessee is required to pay Sublessor the portion of the Subleased Premises for purposes security deposit originally paid by the vacating Sublessee (unless notified otherwise in writing by the original Sublessees, it will be assumed that each Sublessee paid an equal amount of conducting its business therein (the “Sublease Commencement Date”security deposit). Unless sooner terminated pursuant Once the vacating Sublessee has vacated the Apartment, remaining Sublessees shall allow the Sublessor to inspect the Apartment following Sublessor’s notice to do so. Vacating Sublessee’s portion of the security deposit, minus any provision in this Sublease, charge authorized under this Sublease shall continue until as determined by the first to occur of (i) the day immediately preceding the Termination Date, as such term is defined inspection discussed in the Primary Sublease; or (ii) five (5) years and two months from previous sentence, will be refunded after Sublessor has received the date hereof (the “Sublease Term”). Notwithstanding the foregoing, (i) the present term replacement Sublessee’s portion of the Master Lease expires on June 30, 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 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 to have been conveyed only if and to the extent that the term of the Master 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 Termsecurity deposit. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.

Sublease Term. a. This Unless sooner terminated in accordance with the terms hereof, the term of this Parking Sublease (the "Sublease Term") shall commence on the earlier of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 2011) or the date Subtenant’s first occupying any portion of the Subleased Premises for purposes of conducting its business therein written above (the “"Parking Sublease Commencement Date”"). Unless sooner terminated pursuant to any provision , and as stated in this SubleaseExhibit B, this Sublease and shall continue until be coterminous with the first to occur of Lease Term (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from Commercial Lease), as it may be extended pursuant to Article 15 of the date hereof (the “Sublease Term”)Commercial Lease. Notwithstanding the foregoingforegoing to the contrary, (i) the present term of the Master Lease expires on June 30, 2014 (ii) the Primary Sublandlord has stated that it intends if Sublessor and Sublessee desire to extend the term Lease Tenn, but not pursuant to Article 15 of the Master Commercial Lease, and (iii) if for any reason the term this Parking Sublease shall only continue during such extension of the Master Lease is not so extended, Term if the Sublease Term shall expire on June 30, 2014 and neither party shall have any liability City provides its written consent 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 to have been conveyed only if and to the extent that the term of the Master 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 Sublessee's use of the Sublease Premises pursuant to the terms of this Parking Sublease during such extension of the Lease Term on a form required by the City that is reasonably acceptable to Sublessor. If, during the Sublease Term. b. The , the 1977 Parking Lease terminates, in whole or in part, for any or no reason, then this Parking Sublease shall terminate automatically terminate at any time concurrently therewith unless earlier terminated. Sublessor agrees that it will not voluntarily amend or modify the Primary 1977 Parking Lease in a manner that would materially and adversely affect Sublessee's use of the Leased Premises or access to the Leased Premises or reduce the aggregate number of parking spaces within the Sublease Premises below those, when added to the number of parking spaces on the Property, required to service the Leased Premises under the applicable zoning for the Property (as defined in the Commercial Lease). If the Commercial Lease terminates for any or no reason, then this Parking Sublease shall terminate automatically concurrently therewith unless earlier terminated.

Sublease Term. a. This Subject to Section 9 below, the term of this Sublease (the “Sublease Term”) shall commence on the earlier of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 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”). Unless sooner terminated pursuant to any provision in this Sublease, this Sublease shall continue until the first later to occur of (i) the day immediately preceding date that is one (1) Business Day following the Termination Date, as such term is defined date Sublandlord delivers possession of the Subleased Premises to Subtenant in the Primary Sublease; Delivery Condition (as hereinafter defined) and delivers written notice of such delivery to Subtenant (which notice may be by email to [***]), or (ii) five (5) years and two months from the date hereof January 1, 2024 (the “Commencement Date”) and shall end on June 30, 2028 (the “Expiration Date”), unless sooner terminated pursuant to any provision of this Sublease Term”or the Master Lease. Notwithstanding the foregoing, if Subtenant commences business in 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 to Subtenant in the Delivery Condition by [***] (ithe “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 2.2. Notwithstanding the foregoing, if as of the date that Sublandlord would otherwise deliver possession of the Subleased Premises to Subtenant as described above, Subtenant has not delivered to Sublandlord (a) the present term Letter of Credit pursuant to the provisions of Section 4 below, (b) 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 expires on June 30that are Master Xxxxxxxx’s obligation under the Master Lease to remove or remediate), 2014 free and clear of all personal property (iiexclusive of the FF&E, as hereinafter defined) and branding of Sublandlord in the Primary Sublandlord has stated that it intends interior of the Subleased Premises, in compliance with all applicable laws to extend the term of 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 (iiias 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 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 Subleased Premises. If Subtenant terminates this Sublease pursuant to this Section 2.1, then Subtenant shall return the Sublandlord Letter of Credit to Sublandlord within [***] of such termination, and Sublandlord shall return the Subtenant Letter of Credit to Subtenant within [***] of such termination. The Outside Delivery Date and Final Outside Delivery Date shall each be extended for any reason the term of the Master Lease is not so extended, the Sublease 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 actual delays documented to have been conveyed only if and to the extent that the term of the Master Lease is extended. Within 30 days after the Sublease Commencement Date and upon request of Sublandlord, Sublandlord and caused by Subtenant shall jointly execute a written declaration prepared by Sublandlord specifying the actual Sublease Commencement Date and the last day of the Sublease Termor any Subtenant Party and/or any force majeure. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.

Sublease Term. a. This The term of this Sublease ("Sublease Term") shall commence 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 earlier of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 20111987 ("Commencement Date") or and ending on December 31, 1997. With respect to the date Subtenant’s first occupying any portion initial Sublease Term, Sublessee acknowledges that pursuant to Paragraph 2 of the Subleased Premises for purposes of conducting its business therein (Master Lease, the “Sublease Commencement Date”). Unless sooner terminated pursuant to any provision in this Sublease, this Sublease shall continue until the first to occur of (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”). Notwithstanding the foregoing, (i) the present initial term of the Master Lease expires terminates on June 30December 31, 2014 1992. Thereafter, Sublessor has the right and option under said Paragraph 2 to renew the Master Lease for three (ii3) additional five (5) year terms commencing automatically as of the Primary Sublandlord has stated that it intends 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 expiration of the initial or any extended term. Subject to all other provisions of the Master Lease which may cause the early termination of 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 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 Sublessor's name, if and only if Sublessor has not provided Sublessee with written evidence of its exercise of said first option by May 1, 1992. Accordingly, Sublessor shall not be liable to Sublessee for Sublessor's failure to exercise said option. Each party shall deliver to the other 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 Master Lease term is not extended (other than due to the refusal of Lessor to honor or accept the exercise of the option to extend the Master Lease, and (iii) if for any reason the term except where due to an Event of the Master Lease is not so extendedDefault), the Sublease 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 to have been conveyed only if and to the extent that the term of the Master 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 then this Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reasonon December 31, 1992.

Sublease Term. a. This Sublease shall commence on the earlier The term of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 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”). Unless sooner terminated pursuant to any provision in this Sublease, this Sublease shall continue until the first to occur of (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”). Notwithstanding ) will commence (the foregoing, “Commencement Date”) on the earlier to occur of: (i) the present term of the Master Lease expires on June 30April 1, 2014 2006, and (ii) the Primary Sublandlord has stated that it intends to extend the term 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 (defined herein); (B) Master Lease, Landlord’s written consent to this Sublease; and (iiiC) if February 1, 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 (“Expiration Date”), unless sooner terminated in accordance with the provisions of this Sublease. Possession of the Sublease Premises (“Possession”) will be delivered to Subtenant no later than March 15, 2006. If 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 term 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 delivered 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 intention to cancel this Sublease (the “Termination Notice”) at any time thereafter and before Possession is delivered to 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 Master Lease is not so extendedTermination 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 Term shall expire on June 30will be canceled. Within ten (10) business days following the Cancellation Date, 2014 and neither party shall have any liability all consideration previously paid by Subtenant to the other Sublandlord on account of such fact. To the extent that an estate is conveyed hereunder for a period from this Sublease will be returned to Subtenant, this Sublease will have no further force or effect, Sublandlord will have no further liability to Subtenant because of this delay or cancellation and after June 30, 2014, such estate shall be deemed to have been conveyed only if and to the extent that the term all obligations of the Master Lease is extended. Within 30 days after the parties to each other under this Sublease Commencement Date and upon request of Sublandlord, Sublandlord and Subtenant Agreement shall jointly execute a written declaration prepared by Sublandlord specifying the actual Sublease Commencement Date and the last day of the Sublease Termcease except as may be specifically identified herein to survive termination. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.

Sublease Term. a. This (a) The Sublessor shall deliver possession of the Subleased Premises and the Sublease Term shall commence on April 10, 2004 (the earlier "Commencement Date") and subject to the Prime Lease shall end on September 30, 2005. In the event Sublessor is unable to deliver possession of the completion Subleased Premises to Sublessee by the Commencement Date due to causes beyond the control of 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, because of Sublessor's inability to deliver the Subleased Premises however in the event that possession is not delivered to Sublessee on or prior to April 10, 2004, the payment of Basic Rent and additional rent, pursuant to this Sublease shall be postponed for a time period commensurate with such delay. In the event that possession is not delivered to Sublessee on or prior to 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 are delivered prior to the end of said 5 day period the said cancellation shall 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 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, (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 such Remaining Space. Prior to the construction on of such wall by Sublessor, the Sublessee shall conduct its business only within the Subleased Premises and Sublandlord’s moving to Sublandlord’s new space (targeted shall not use the Remaining Space for November 1, 2011) or any purposes. If the date Subtenant’s first occupying 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 for purposes and the Remaining Space, until construction of conducting its business therein (the “Sublease Commencement Date”). Unless sooner terminated pursuant said wall shall be limited to any provision in this Sublease, this Sublease shall continue until the first to occur of (i) the day immediately preceding the Termination Date, as such term is defined entry in the Primary Sublease; presence of a representative of the Sublessor or (ii) five (5) years without such representative in the event of an emergency. From and two months 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 date hereof 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. (c) From and after the “Sublease Term”). Notwithstanding the foregoing, (i) the present term delivery of possession of the Master Lease expires on June 30, 2014 (ii) Subleased Premises to Sublessee and the Primary Sublandlord has stated that it intends to extend the term commencement of the Master Lease, and (iii) if for any reason the term of the Master Lease is not so extended, the Sublease Term shall expire on June 30, 2014 and neither party the Sublessee shall have any liability the right, subject to the other on account terms and conditions of such fact. To this Sublease and the extent that an estate is conveyed hereunder for a period from and after June 30Prime Lease, 2014including but not limited to Article 12, such estate shall be deemed to have been conveyed only if enter the Subleased Premises and to the extent that the term of the Master 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 Terminstall certain Tenant Changes therein. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.

Sublease Term. a. This Sublease (a) The term of this Lease shall commence upon delivery of possession of the Premises to Subtenant by Sublandlord on the later of (i) June 1, 2021 (the “Scheduled Commencement Date”), or (ii) thirty (30) days following receipt of Landlord’s Consent (defined below), such date being the “Commencement Date”, and shall expire on the earlier of (a) August 31, 2025 and (b) the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1day before the Master Lease is terminated, 2011) or if earlier, in accordance with the date Subtenant’s first occupying any portion terms of the Subleased Premises for purposes of conducting its business therein Master Lease (the “Sublease Commencement Expiration Date”). Unless sooner terminated pursuant to any provision in Upon termination of this Sublease, this Sublease Sublandlord and Subtenant shall continue until 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 first to occur Premises for the purpose of installing furniture, fixtures, and equipment during the period that is ten (i10) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof days prior (the “Sublease TermMove-in Date”) to the Commencement Date (the “Early Occupancy”), provided that such Early Occupancy be subject to all of the terms and conditions of this Sublease, including without limitation, Subtenant’s obligation to pay Sublandlord all sums and charges required to be paid by Subtenant, provided, however, during such Early Occupancy, Subtenant shall not be obligated to pay Base Rent or Additional Rent. Prior to any such Early Occupancy, Subtenant shall provide Sublandlord with certificates of insurance or other evidence acceptable to Sublandlord 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 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 of the foregoing, (i) the present term of the Master Lease expires on June 30, 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 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 any delay in tender of possession of the Premises on or before the Outside Date is conveyed hereunder for a period from result of Subtenant’s failure to comply with the terms and after June 30conditions of this Sublease or Subtenant’s acts or omissions (a “Subtenant Delay”), 2014, such estate the Commencement Date shall be deemed to have been conveyed only if occurred on the date on which it would otherwise have occurred but for such Subtenant Delay. Unless and to the extent that of a Subtenant Delay, if Sublandlord obtains the term Landlord’s Consent and otherwise does not deliver possession of the Master Lease is extended. Within 30 days after the Sublease Commencement Date and upon request of SublandlordPremises to Subtenant, 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 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 Primary right to terminate this Sublease terminates for pursuant to this Subsection (the “No Delivery Notice”). If Sublandlord does not then deliver possession of the Premises within thirty (30) days from the date of the No Deliver Notice (“Delivery Deadline”), then at any reasontime after the Delivery Deadline until Sublandlord delivers the Premises to Subtenant, Subtenant shall have the right to terminate this Sublease upon written notice to Sublandlord, 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. (d) Subtenant shall, at Sublandlord’s request, execute and deliver a memorandum agreement provided by Sublandlord in the form of Exhibit H attached hereto confirming the Commencement Date, and, if necessary, rent schedule with revised dates.

Sublease Term. a. This The term of this Sublease (“Sublease Term”) shall commence on the earlier date on which Sublessor occupies the Premises for operating business following receipt of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November Consent described in Section 6A below, but in no event later than June 1, 2011) or the date Subtenant’s first occupying any portion of the Subleased Premises for purposes of conducting its business therein 2017 (the “Sublease Commencement Date”) and shall expire September 30, 2020 (the “Sublease Termination Date”). Unless , unless sooner terminated pursuant to any provision in this Sublease, this Sublease shall continue until the first to occur of (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”)terms hereof. Notwithstanding the foregoing, (i) the present term of the Master Lease expires on June 30, 2014 (ii) the Primary Sublandlord has stated that it intends to extend the term of the Master Lease, and (iii) if If for any reason the term of the Master Lease is not so extendedterminated prior to the expiration of this Sublease, this Sublease and the Sublease Term shall expire on June 30, 2014 and neither party shall have any liability thereupon terminate. Prior 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 to have been conveyed only if and to the extent that the term of the Master Lease is extended. Within 30 days after the Sublease Commencement Date Date, Sublessor shall grant Sublessee access to the Premises beginning May 16, 2017 for the sole and upon request exclusive purpose of Sublandlordplanning 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. Sublessor shall not be required to grant access to the Sublessee if Sublessor reasonably determines that such access would be disruptive to the business of Sublessor. Notwithstanding the foregoing, Sublandlord (i) such access shall be subject to the terms and Subtenant conditions of this Sublease, provided that Sublessee shall jointly execute a written declaration prepared by Sublandlord specifying not be required to pay rent for any entry or possession during such period before the actual Sublease Commencement Date Date, except for the cost of any services requested by Sublessee (e.g. after hours HVAC service); (ii) Sublessee shall not conduct its business from the Premises during the period of such access; (iii) such access shall be subject to 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 any work 28096-1611/134665466.1 in the last day 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 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, without hindrance from Sublessor or any party claiming, by, through or under Sublessor, but not otherwise, subject to the terms and conditions of this Sublease and subject to the provisions of and rights of Master Lessor under the Master Lease. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.

Sublease Term. a. 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 commence on the earlier of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted be for November 1, 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”). Unless sooner terminated pursuant to any provision in this Sublease, this Sublease shall continue until the first to occur of (i) the day immediately preceding the Termination Date, as such a term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”). Notwithstanding ) commencing on the foregoing, later of (A) the later of (i) the present term of the Master Lease expires on June 30November 1, 2014 2011, and (ii) receipt of the Primary fully-executed Master Landlord’s Consent (in either case, 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 stated that it intends 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 “End Date”); provided, however, than in no event shall the Sublease Term extend beyond the term of the Master Lease, and (iii) if for any reason the term as set forth therein. Upon Sublandlord’s delivery of the Master Lease is not so extended, the Sublease Term shall expire on June 30, 2014 and neither party shall have any liability Subleased Premises 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 to have been conveyed only if and to the extent that the term of the Master Lease is extended. Within 30 days after the Sublease Commencement Date and upon request of SublandlordSubtenant, Sublandlord and Subtenant shall jointly complete and execute a written declaration prepared by Sublandlord specifying the actual Sublease Commencement Delivery Agreement attached hereto as Exhibit B, confirming the Start Date and scheduled End Date. If the last 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 such day of the Sublease Term. b. The delay or, at Subtenant’s election, this Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reasonand Sublandlord shall return to Subtenant all amounts paid by Subtenant hereunder.

Sublease Term. a. This Sublease shall commence on the earlier The term of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 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”). Unless sooner terminated pursuant to any provision in this Sublease, this Sublease shall continue until the first to occur of (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”) shall commence upon the later of: (a) the date Sublandlord tenders possession of the Subleased Premises to Subtenant, (b) the date Master Landlord’s written consent to this Sublease is delivered to Subtenant, or (c) February 3, 2016 (the “Commencement Date”). Notwithstanding the foregoing, Subtenant may enter upon the Subleased Premises prior to the Commencement Date for the purpose of preparing the Subleased Premises for occupancy, provided that: (ia) Sublandlord gives its prior written consent to such early occupancy, (b) Master Landlord’s 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 present term provisions of Article 10 of the Master Lease expires on June 30are in effect (or, 2014 (ii) 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 Primary Sublandlord has stated that it intends Project, subject to extend the term of the Master LeaseSublandlord’s reasonable approval), and (iiid) if for 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 reason the term provision of the Master Lease is not so extendedor this Sublease, the Sublease Term shall expire on June 30continue 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, 2014 Sublandlord shall deliver to Subtenant a notice of Sublease Term dates in the form set forth in Exhibit B attached hereto, which notice Subtenant shall execute and neither party shall have any liability return to the other on account Sublandlord within ten (10) days of receipt thereof. If Subtenant fails to execute and return a factually accurate notice within such fact. To the extent that an estate is conveyed hereunder for a period from and after June 30ten-day period, 2014, such estate Subtenant shall be deemed to have been conveyed only if approved and to confirmed the extent that the term of the Master 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 Termdates set forth therein. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.

Sublease Term. a. This Sublease shall commence on the earlier of the completion of construction on To have and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 2011) or the date Subtenant’s first occupying any portion of hold the Subleased Premises unto Subtenant for purposes of conducting its business therein (the “Sublease Commencement Date”). Unless sooner terminated pursuant to any provision in this Sublease, this Sublease shall continue until the first to occur of (i) the day immediately preceding the Termination Date, as such a term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”). Notwithstanding ) commencing on the foregoingdate (the “Commencement Date”) that is the later of (a) November 1, 2017, (ib) Sublandlord vacating the present term of Subleased Premises and delivering the Master Lease expires on June 30, 2014 same to Subtenant in the condition required under this Sublease (ii) the Primary Sublandlord has stated that it intends to extend the term of the Master Lease“Delivery Date”), and (iiic) if the date of Prime Landlord’s written consent to this Sublease, and ending on July 30, 2021 (the “Expiration Date”), unless sooner terminated as herein provided. This Sublease is conditioned on, and shall not be effective until approved by Prime Landlord, 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 same and pay any fees or charges expressly provided for in the Prime Lease. If Prime Landlord elects, in writing, to withhold its consent written consent to this Sublease for any reason the term whatsoever, then this Sublease shall be deemed null and void and of the Master Lease is no further force or effect and Sublandlord shall not so extended, the Sublease Term shall expire on June 30, 2014 and neither party shall have any liability to the other Subtenant on account of such factPrime 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. To the extent that an estate If Prime Landlord’s written consent is conveyed hereunder for a period from and after June 30not received by November 15, 20142017, such estate shall be deemed to have been conveyed only if and either party by notice to the extent that other party given after November 15, 2017 and prior the term receipt of Prime Landlord’s consent, may cancel this Sublease, in which case Sublandlord shall promptly return to Subtenant the Master Lease is extendedSecurity Deposit and all other sums theretofore paid by Subtenant hereunder. Within 30 days after If 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.Delivery

Sublease Term. a. This The term of this Sublease (“Sublease Term”) shall commence on the earlier as of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November December 1, 2011) or the date Subtenant’s first occupying any portion of the Subleased Premises for purposes of conducting its business therein 2009 (the “Sublease Commencement Date”), and shall expire on April 30, 2013 (“Sublease Expiration Date”). Unless sooner terminated Notwithstanding anything herein or in the Master Lease to the contrary, Subtenant shall have no right or option to extend the Sublease Term beyond the Sublease Expiration Date. Subtenant acknowledges that the Sublandlord currently occupies the Subleased Premises and that from and after the date hereof and until November 16, 2009, Subtenant shall have no right to access the Subleased Premises. During the period from November 16, 2009 until the Sublease Commencement Date, Subtenant 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 provision 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 this Sublease, 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 shall continue until or this Sublease is terminated for any other reason before the first to occur of (i) the day immediately preceding the Termination Sublease Commencement Date, as such term is defined in the Primary Sublease; Subtenant shall remove any installations, alterations or (ii) improvements made by it within five (5) years business days following Subtenant’s receipt of Sublandlord’s written request therefor. Subtenant agrees to indemnify and two months hold Sublandlord harmless from and against any damage to the date hereof (Building, Building systems or the “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 Term”). Notwithstanding the foregoingCommencement Date; provided, (i) the present term of the Master Lease expires on June 30, 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 extendedhowever, the Sublease Term foregoing indemnity shall expire on June 30, 2014 and neither party shall have not apply to 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 to have been conveyed only if and damage or claim to the extent that such damage or claim arises out of, is caused by or results from the term negligence or willful misconduct of Sublandlord, Master Landlord or any of their respective agents, contractors, employees, invitees and/or representatives. Upon the Sublease Expiration Date or any earlier termination of this Sublease, Subtenant shall deliver the Subleased Premises to Sublandlord in as good condition as existed on the first date of possession by Subtenant, ordinary wear and tear, alterations approved by Sublandlord and Master Lease is extended. Within 30 days Landlord expressly permitted by such parties to remain after the Sublease Commencement Expiration 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 Termdamage from casualty excepted. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.

Sublease Term. a. This 3.1 The Term of this Sublease shall commence on the earlier Commencement Date specified in Section 1.5. 3.2 If for any reason Sublandlord is delayed in delivery of the completion Sublease Premises to Subtenant, Sublandlord shall not be liable therefor, nor shall such failure affect the validity of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 2011) this Sublease or the date Subtenant’s first occupying any portion 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 Subleased 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 purposes any cause whatsoever (and Master Landlord does not require Subtenant to attorn), subject to the provisions of conducting its business therein 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 Commencement DateRenewal Option”). Unless sooner terminated ) for a period of three (3) years and twenty (20) days terminating on March 20, 2013 (the “Renewal Term”) (subject to any earlier termination pursuant to any provision 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 continue until 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 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 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 occur agree on the Renewal Term Initial Base Rent within such thirty (30) day period, then within ten (10) days after the expiration of such thirty (i30) day period, Sublandlord and Subtenant each, at its own cost and by giving notice to the day immediately preceding the Termination Dateother party, as such term is defined in the Primary Sublease; or (ii) shall appoint a licensed commercial real estate appraiser with at least five (5) years 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 months from (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 date hereof 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 “Sublease TermIndependent 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”). Notwithstanding Once the foregoingAppraiser 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 (ithe “Renewal Amendment”) confirming the present term 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 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 Sublease and Subtenant has delivered to Sublandlord all prepaid rental, guaranties, certificates of insurance and Security Deposits, if any, required hereunder, Sublandlord will permit Subtenant access to the Sublease Premises prior to the 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 this Section 3.5 shall be subject to all of the terms and conditions of this Sublease (and the provisions of the Master Lease expires on June 30incorporated herein), 2014 (ii) except that Subtenant shall not be required to pay any Base Rent or Pass-Through Costs with respect to the Primary Sublandlord has stated that it intends period of time prior to extend the term of Commencement Date when Subtenant occupies the Master LeaseSublease Premises for such purposes. However, and (iii) if Subtenant shall for any reason the term of the Master Lease is not Other Charges (as defined in Section 4.4) during such period. Subtenant shall coordinate such entry and work with Sublandlord so extended, as to minimize any interference with Sublandlord’s business operations outside the Sublease Term shall expire on June 30, 2014 and neither party shall have any liability Premises or within the Sublease Premises prior to the other on account of Commencement Date. Sublandlord may withdraw such fact. To permission to enter the extent that an estate is conveyed hereunder for a period from and after June 30, 2014, such estate shall be deemed to have been conveyed only if and Sublease Premises prior to the extent that the term of the Master 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 Sublandlord reasonably determines that such entry by Subtenant is causing a dangerous situation for Sublandlord, 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 the Primary Sublease terminates for any reasonPremises to Subtenant at the earliest possible date.

Sublease Term. a. This 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 this Sublease ("Sublease Term"), (i) 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 the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November A) January 1, 20112020 or (B) or the date Subtenant’s first occupying any portion of that is fifteen (15) days following the Subleased Premises for purposes of conducting its business therein date Sublandlord vacates Suite 100 (such later date the “Sublease "Suite 100 Commencement Date”"). Unless sooner terminated pursuant to any provision in this Sublease, this Sublease shall continue until the first to occur of (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”). Notwithstanding the foregoing, (i) the present term of the Master Lease expires on June 30, 2014 (ii) the Primary Sublandlord has stated that it intends to extend the term of the Master Lease, and (iii) if as to 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 term 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) day of additional abated Base Rent on a day for day basis until the date Sublandlord delivers possession of Suite 100. In the event Sublandlord has not 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 its entirety, (the "Suite 100 Late Delivery Termination"). If Subtenant elects to terminate the Sublease in 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 Master Lease is not so extendedSuite 100 Late Delivery Termination, the Sublease Term shall expire on June 30, 2014 and neither party shall have any liability further obligations thereunder. (d) If for any reason the Sublandlord has been unable to deliver the other on account of such fact. To Basement/Garden Level by the extent that an estate is conveyed hereunder for a period from and after June 30Basement/Garden Level Commencement Date, 2014, such estate shall be deemed to have been conveyed only if and to then the extent that the term of the Master Lease is extended. Within 30 days after the Sublease Basement/Garden Level Commencement Date and upon request all other applicable deadlines shall be delayed until Sublandlord has delivered the Basement/Garden Level, and the Rent shall be adjusted as set forth below until the Basement/Garden Level Commencement Date. In the event Sublandlord has not delivered possession of Sublandlordthe Basement/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 abatement, Subtenant may elect to terminate this Sublease in its entirety, (the "Basement/Garden Level Late Delivery Termination"). If Subtenant elects to terminate the Sublease in accordance with this section then neither party shall have any further obligations thereunder; provided, however, Sublandlord and may nullify such right of termination if Sublandlord delivers possession of the Basement/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 jointly execute a written declaration prepared be returned to Subtenant by Sublandlord specifying within thirty (30) days following the actual Sublease Commencement Date and the last day effective date of the Sublease TermBasement/Garden Level Late Delivery Termination, and neither party shall have any further obligations thereunder. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason."

Sublease Term. a. 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 (the “Term”) of this Sublease shall commence on the earlier later of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November i) December 1, 20112023, (ii) or the date Subtenant’s first occupying any portion of that Overlandlord consents in writing to this Sublease and (iii) the Subleased date the Sublease Premises for purposes of conducting its business therein are delivered to Subtenant in the condition required herein (the “Sublease Commencement Date”). Unless The Term shall expire on the earlier of (a) May 31, 2032 and (b) the termination of Sublandlord’s rights to the Sublease Premises under the Xxxxxxxxx (the “Expiration Date”), unless sooner terminated pursuant to any provision 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 continue until not be void or voidable (or terminable by Subtenant), the first 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 of (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”)on any particular date. Notwithstanding the foregoing, (i) the present term of the Master Lease expires on June 30provided Overlandlord has consented to this Sublease in writing, 2014 (ii) the Primary if Sublandlord has stated that it intends fails to extend the term of the Master Lease, and (iii) if for any reason the term of the Master Lease is not so extended, deliver the Sublease Term Premises to Subtenant [***], following which Sublandlord shall expire on June 30, 2014 promptly return any prepaid rent and the Letter of Credit (herein defined) and neither party shall have any liability 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 other on account 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 Certificate to Sublandlord within three (3) business days of receipt of such fact. To second notice from Sublandlord, the extent that an estate is conveyed hereunder for a period from and after June 30, 2014, such estate 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 conveyed only if 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 extent 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 term Sublease Premises to Subtenant following the date that all three (3) Early Access Conditions and shall continue until the Commencement Date. Such early entry by Subtenant shall be subject to all of the Master Lease is extended. Within 30 days after the terms and conditions of this Sublease Commencement Date and upon request of Sublandlordother than Rent (as defined below), Sublandlord and provided that Subtenant shall jointly execute a written declaration prepared by reimburse Sublandlord specifying the actual Sublease Commencement Date for any out-of-pocket electricity, water, and the last day HVAC expenses in connection with Subtenant’s use of the Sublease TermPremises during the Early Access Period. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.

Sublease Term. a. This 3.1 The term of this Sublease (hereinafter called the "Term") shall commence on January 1, 2024 (the “Effective Date”) 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 completion Premises shall end on the earliest of construction on and Sublandlord’s moving the following dates: (a) Upon no less than thirty (30) days’ prior written notice from either Party to Sublandlord’s new space the other; (targeted for November 1, 2011b) 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 Subtenanton which Sublessee is adjudicated a bankrupt or is reorganized in a bankruptcy or reorganization proceeding; (c) The date of Sublessee’s first occupying 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 time 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 portion 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 Subleased Premises and such action by Sublessor shall not prejudice Sublessor's cause(s) of action against Sublessee for purposes any damages resulting from Xxxxxxxxx's use or occupancy of conducting 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 business therein original condition, ordinary wear and tear excepted. Sublessee shall repair and/or reimburse Sublessor for any damage to the Premises resulting from Sublessee’s 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 (the “Sublease Commencement Date”). Unless sooner terminated pursuant 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 in of this Sublease, in the event Sublessor loses its underlying tenancy under the Lease, for any reason, this Sublease shall continue until the first to occur of (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”). Notwithstanding the foregoing, (i) the present term of the Master Lease expires on June 30, 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 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 to have been conveyed only if and to the extent that the term of the Master 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 unless otherwise agreed to by the Primary Sublease terminates for any reasonParties hereto, in writing.

Sublease Term. a. This (a) The term of this Sublease (the “Sublease Term”), shall commence on the earlier latest of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 2011) or the date Subtenant’s first occupying any portion of the Subleased Premises for purposes of conducting its business therein following dates (the “Sublease Commencement Date”). Unless sooner terminated pursuant to any provision in this Sublease, this Sublease shall continue until the first to occur of ): (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof on which Landlord shall have delivered its written consent to this Sublease (the “Sublease TermLandlord Consent”). Notwithstanding the foregoing, (i) the present term of the Master Lease expires on June 30, 2014 ; and (ii) the Primary date on which Sublandlord has stated that it intends shall have delivered vacant (except for the Furniture (as hereinafter defined) to extend be used by Subtenant during the term Sublease Term) and broom-clean possession of the Master LeaseSubleased Premises to Subtenant, and (iii) if unless Subtenant shall occupy the Subleased Premises for any reason the term normal conduct of its business prior to such delivery of the Master Lease is not 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 extended, 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, 2014 and neither party 2003 or the date which is 10 days after the Landlord Consent is obtained, then Subtenant shall have any liability the right to terminate this Sublease on written notice given to Sublandlord within 10 days after the other on account Outside Delivery Date (the “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. In the event of such facttermination, 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 Sublandlord 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 an estate is conveyed hereunder for a period from and after June 30, 2014, such estate delivery of possession shall be deemed to have been conveyed only if delayed beyond the Outside Delivery Date by reason of any act or omission of Subtenant or any event beyond Sublandlord’s reasonable control, then the respective dates that shall constitute the Outside Delivery Date and the Termination Date shall be delayed by the period of time equal to the extent that duration of all such delays. (c) Sublandlord shall submit to Subtenant a written agreement, substantially in the term form annexed hereto as Exhibit C, confirming the date fixed, in accordance with the provisions of the Master Lease is extended. Within 30 days after this Sublease, as the Sublease Commencement Date and upon request of Sublandlord, Sublandlord and Subtenant shall jointly execute a such agreement and return it to Sublandlord within 15 days thereafter. Any failure of the parties to execute such written declaration prepared by Sublandlord specifying agreement shall not affect the actual validity of the Sublease Commencement Date as fixed and the last day of the Sublease Termdetermined as aforesaid. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.

Sublease Term. a. This Sublease shall commence on the earlier of the completion of construction on and Sublandlord’s moving to Sublandlord’s new space (targeted for November 1, 2011) or the date Subtenant’s first occupying any portion of the Subleased Premises for For purposes of conducting its business therein (this Sublease, the “Sublease Commencement Date”). Unless sooner terminated pursuant to any provision in this Sublease, this Sublease ” shall continue until be the first to occur later of (i) the day immediately preceding date on which Sublandlord delivers full and exclusive possession of the Termination Date, Subleased Premises to Subtenant in the Delivery Condition (as such that term is defined in the Primary Subleasehereinafter defined); or and (ii) five (5) years and two months from the date hereof on which Subtenant receives a fully-executed copy of the Prime Landlord’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 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 ending on the Sublease Commencement Date (“Monthly Base Rent Abatement”). If for any reason the Sublease Commencement Date has not occurred by December 31, 2019, Subtenant shall have the right to terminate this Sublease by written notice to Sublandlord, 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 hereto. The term of this Sublease (the “Sublease Term”). Notwithstanding ) shall commence on the foregoingSublease Commencement Date, and end on the earlier of (i) the present term of the Master Lease expires on June 30July 31, 2014 2022 or (ii) the Primary Sublandlord has stated that it intends to extend the term termination of the Master LeasePrime Lease (the “Sublease Expiration Date”), and unless sooner terminated as a result of a Sublease Default (iiias that term is hereinafter defined) if for any reason the term of the Master Lease is not so extended, the Sublease 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 to have been conveyed only if and to the extent that the term of the Master 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 Termin accordance herewith. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.

Sublease Term. a. This Sublease shall commence be for a term (the “Sublease Term”) 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 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 completion Master Lease Agreement. Sublandlord anticipates delivering the Subleased Premises to Subtenant in the Delivery Condition on August 30, 2019 (the “Anticipated Commencement Date”). Notwithstanding anything herein to the contrary, if Sublandlord does not deliver possession of construction 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; 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 or before the date that is forty-five (45) days after the Anticipated Commencement Date, Subtenant may terminate this Sublease by giving written notice thereof to Sublandlord at any time prior to the 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 moving occupants therein, (ii) the alterations to the Subleased 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 to Subtenant promptly upon Master Landlord’s delivery of the same to Sublandlord’s new space . Subject to subsection (targeted for November 1c) below, 2011) or the date Subtenant’s first occupying in no event shall Subtenant enter any portion of the Subleased Premises for purposes until Master Landlord’s Consent has been received by Sublandlord. Upon Sublandlord’s delivery of conducting its business therein (the “Subleased Premises to Subtenant, Sublandlord and Subtenant shall complete and execute the Sublease Commencement Date”)Agreement attached hereto as Exhibit B, confirming, among other things, the Commencement Date and Expiration Date for the Subleased Premises. Unless sooner terminated Subtenant shall have no right whatsoever pursuant to any provision in this Sublease, this Sublease shall continue until to extend the first Sublease Term for any portion of the Subleased Premises (including but not limited to occur the Extension Right of (i) the day immediately preceding the Termination Date, as such term is defined in the Primary Sublease; or (ii) five (5) years and two months from the date hereof (the “Sublease Term”). Notwithstanding the foregoing, (i) the present term Sublandlord pursuant to Section 40 of the Master Lease expires on June 30Agreement), 2014 (ii) and Subtenant acknowledges and agrees that this Sublease does not incorporate by reference or include any right of Sublandlord in the Primary Sublandlord has stated that it intends Master Lease Agreement to extend the term of the Master Lease, and (iii) if for any reason the term Lease Agreement. Sublandlord shall not cause a Tenant Delay to occur under Exhibit C of the Master Lease is not so extended, the Sublease 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 to have been conveyed only if and to the extent that the term of the Master 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 TermAgreement. b. The Sublease shall automatically terminate at any time that the Primary Sublease terminates for any reason.