Common use of SUBLETTING Clause in Contracts

SUBLETTING. Notwithstanding anything in Section 9.1 above to the contrary, in the event at any time during the term of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessor.

SUBLETTING. Notwithstanding anything in Section 9.1 above to the contraryTenant, in the event at any time during the term of voluntarily or involuntarily, shall not assign this Lease, Lessee desires or sublet, license, mortgage or otherwise encumber or convey the Premises or any portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to sublet as “Transfers”, and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the Premisesprior written consent of the Landlord, Lessee which consent shall notify Lessor not be unreasonably withheld, conditioned or delayed. Any Transfer without such consent shall be null and void and of no effect whatsoever. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged or consolidated or to any corporation or entity to which all or substantially all of the Tenant’s assets will be transferred, or (ii) to any corporation or other entity which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the surviving corporation or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the greater of the net worth of Tenant (i) as of the date of such corporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a (“Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not less than sixty offer to make or enter into negotiations with respect to a Transfer to any of the following: (60i) days a tenant in advance the Building or any other building owned, managed or controlled by Landlord; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer shall include a copy of the proposed sublease date, designating the identity of the prospective sublessee and the terms Transfer instrument together with a statement of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – InstructureTransfer in detail satisfactory to Landlord, Inc. OLD MILL BUILDING IVtogether with reasonably detailed financial, LLC days after receipt of Lessee’s notice within which to approve business and other information about the proposed subleaseTransferee. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to Tenant shall pay to Lessor Landlord, as Additional Rent, Landlord’s reasonable legal fees and other expenses incurred in connection with any proposed Transfer (except a Permitted Transfer), including fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease; provided, however, should Lessee choose . If Tenant enters into any Transfer including a Permitted Transfer with respect to sublease the Premises at (or any part thereof), such Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or collection shall be deemed a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all waiver of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed 5.8, or the acceptance of the Transferee as a waiver tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Lessor Landlord to a particular Transfer shall not relieve Tenant from the requirement of any obtaining the consent of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease Landlord to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessorfurther Transfer.

SUBLETTING. Notwithstanding anything in Section 9.1 above Subject to the contrary, in the event at any time during the term of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting this Lease Agreement, Tenant shall continue not sublet, license, or permit the use or occupancy of, all or any portion of the Premises without the prior written consent of the Landlord, which consent, shall not be unreasonably withheld, conditioned or delayed. Tenant shall have no right to be in full force and effect; and nothing contained in assign this Section 9.3 shall be construed as a waiver by Lessor of Lease Agreement nor any of its rights under Section 9.1 abovehereunder, nor may same be assigned or pass to another by operation of law, and any attempt to so assign, without the express prior consent of Landlord, shall be utterly void. In the event Lessor approves If Tenant desires to effectuate a sublease, Tenant shall deliver a notice to Landlord, which shall include (i) the sublessee may not subsequently commencement date and termination date of such sublease and the Premises or rent per square foot, (ii) a true and complete statement reasonably detailing the identity of the proposed sublessee, the nature of its business and its proposed use of the Premises, (iii) current financial information with respect to the sublessee, including its most recent financial statements, and (iv) the form of agreement by which the sublease will be effected. Landlord shall be entitled to fifty percent (50%) of any part thereof or assign its rights consideration payable under the sublease which exceeds the Base Rental (pro rated on a per square foot basis for the portion of the Premises subject to any other party. Lessee agrees to reimburse Lessor for any reasonable direct such sublease) accruing hereunder during the term of the sublease after first deducting the monthly amortized costs incurred by Lessor Tenant to prepare the subleased premises for occupancy by such subtenant and the amount of the reasonable out-of-pocket brokerage and attorneys' fees incurred by Tenant in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s feessuch sublease. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space The sums payable under the terms of this Lease, such excess amount Section shall be paid by Lessee Tenant to LessorLandlord monthly as and when paid from the subtenant to Tenant. The obligation to obtain Landlord's prior consent and Landlord's right to share in profit shall not apply to (i) transactions with a business entity, into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant's assets are transferred, so long as (A) such transfer was made for a legitimate independent business purpose and not primarily for the purpose of transferring this Lease; (B) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer; and (C) proof satisfactory to Landlord of such net worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction. Landlord's consent to any sublease shall not relieve Tenant from the obligation to obtain Landlord's consent to any further sublease. Notwithstanding any sublease or assignment, Tenant shall remain fully liable for the payment of all Rental and for the performance of all the terms, covenants and conditions contained in this Lease on Tenant's part to be observed and performed, and any default under any term, covenant or condition of this Lease by any sublessee or assignee shall be deemed to be a default under this Lease by Tenant.

SUBLETTING. Notwithstanding anything (a) Except as provided in Section 9.1 above to clause 3.2, the contraryLessee must not sublease, or grant a licence in respect of, its interest in the event at any time during the term of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises Extension Infrastructure or any part thereof of it. (b) Subject to clauses 15.3(c) and 15.3(d), the Sublessee may sublease, or assign grant a licence in respect of, its interest in the Extension Infrastructure or any part of it to a person (the Sub-sublessee) if: (i) the use of the Extension Infrastructure or that part of it (as the case may be) which is permitted under the sublease or licence is consistent with the Permitted Use; (ii) the Sub-sublessee has, or will obtain immediately following the granting of such sublease or licence, all Authorisations necessary for the Sub-sublessee to use the Extension Infrastructure or that part of it for the use which is permitted under the sublease or licence or otherwise has, or will have immediately following the granting of such sublease or licence, the benefit of such Authorisations where they are held by another person; (iii) the sublease or licence prohibits the Sub-sublessee from creating or allowing to subsist a Security Interest (other than a Permitted Lien) over any of the Sub-sublessee's rights under the sublease or licence or over any of the Sub-sublessee's right, title or interest in the Extension Infrastructure or any part of it without the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions); (iv) the sublease or licence is granted in accordance with all applicable Laws; (v) the sublease or licence expressly acknowledges the rights of the Lessor under this Agreement and that the rights of the Sub- sublessee under the sublease or licence are subject to and subordinate to the rights of the Lessor under this Agreement; and (vi) under the sublease or licence the Sub-sublessee covenants not to do anything which would cause a breach of this Agreement on the part of the Lessee or Sublessee. (c) Despite any other party. Lessee agrees sublease or licence permitted or consented to reimburse by the Lessor for any reasonable direct costs incurred by under clause 15.3(b), as between the Lessor in connection and the Sublessee, the Sublessee continues to be bound to comply with Lessee’s request to sublease all its obligations under this Agreement. (d) The Sublessee must not, except with the PremisesLessor's prior written consent, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, or grant a licence in respect of, its interest in any rent paid by the sublessee that is in excess part of the amount Extension Infrastructure to a person where that would otherwise be due and owing from Lessee for such person is or, if the sublease space under or licence is granted, that person will become, the terms holder of this Lease, such excess amount shall be paid by Lessee to Lessora Major Authorisation in respect of that part of the Extension Infrastructure in circumstances where another person holds at the same time a Major Authorisation in respect of that part of the Extension Infrastructure.

SUBLETTING. Notwithstanding anything in Section 9.1 above to the contrary, in the event at Tenant shall not sublet any time during the term of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance or all of the proposed sublease dateProperty without the prior written consent of Landlord, designating the identity of the prospective sublessee which may be withheld by Landlord in its sole discretion and the terms of the proposed sublease. Lessor any such purported subletting shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Leasevoid; provided, however, should Lessee choose that Tenant may, without Landlord’s consent, sublet to sublease an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the Premises at a reduced ratefollowing provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount Lease shall control); (iii) the rent due under any Sublease shall be paid fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Lessee Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to Lessorany Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Sublease.

SUBLETTING. Notwithstanding anything in Section 9.1 above to Tenant may not sublet the contraryLeased Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the event at any time during the term of this Lease, Lessee desires Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part of the Leased Premises, Lessee then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Lessor Landlord in writing not less than sixty (60) days in advance of its intent to sublet all or a portion of the proposed sublease dateLeased Premises, designating the identity of the prospective sublessee and the terms such notice to include a copy of the proposed sublease. Lessor At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (i) it consents to the sublease; or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease of the entire Rented Space, that it terminates this Lease effective as of the beginning of the proposed sublease term, which Landlord shall be allowed thirty fully empowered to do, at Landlord's option, if Tenant seeks to sublet the entire Rented Space; or (30iv) LEASE – Instructurewith respect to a proposed sublease of part of the Rented Space, Inc. OLD MILL BUILDING IVthat, LLC days after receipt effective as of Lessee’s notice within which the beginning of the sublease term, it amends the Lease to approve reduce the Rented Space by the portion of the Rented Space proposed to be sublet and further amends the Lease because of the reduction of the Rented Space so that all calculated items are reduced proportionately to the reduction in the Rentable Square Feet of the Rented Space. (2) If the Landlord refuses to consent to the proposed sublease, it shall state the reason(s) why the proposed sublease is unacceptable; however, Xxxxxxxx's refusal shall be final and controlling. Lessor reserves If Landlord consents to the prior right and option to require proposed sublease, then the Lessee to following shall apply: (i) if Tenant shall sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Leased Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises rental or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is economic benefit in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms then current Base Rent, Fifty percent (50%) of this Lease, such excess amount shall be for benefit of Landlord and shall be paid by Lessee to Lessor.Landlord in cash promptly when due under any such sublease as additional rent due under this Lease

SUBLETTING. Notwithstanding anything in Section 9.1 above to the contrary, in the event at (a) Tenant shall not sublease all or any time during the term part of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease or suffer or permit the Premises or any part thereof to be subleased to or assign its rights under used by others, without the sublease prior written consent of Landlord in each instance. If the Premises or any part thereof be sublet to or occupied by anybody other than Tenant, Landlord may, at Landlord's option, collect rent from the subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the subtenant or occupants, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to sublet shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request further subletting. (b) If Tenant desires to sublease all or substantially all of the Premises, including but not limited Tenant shall first give notice to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess Landlord of the amount proposed transaction and the term thereof, and Landlord shall have the right, by notice to Tenant within 30 days after receipt of Tenant's notice, to terminate this Lease. If Tenant desires to sublease less than substantially all of the Premises, Tenant shall first give notice to Landlord as aforesaid, and Landlord shall have the right to terminate this Lease with respect to the portion of the Premises proposed to be subleased, as of the intended effective date of the proposed sublease; provided however that would otherwise upon receipt of a termination notice under this sentence, Tenant may, by notice to Landlord within ten days thereafter, withdraw its partial subleasing request, in which event the termination notice shall be due deemed rescinded. If Landlord exercises its right to terminate this Lease with respect to such portion of the Premises, then (i) the Base Rent and owing from Lessee Tenant's Proportionate Share shall be proportionally reduced, and an adjustment shall be made for such sublease space under amounts, if any, paid in advance and applicable to the terms portion of the Premises no longer leased by Tenant, and (ii) the number of parking spaces available for Tenant's use pursuant to Section 11 hereof shall be proportionally reduced. If Landlord elects not to so terminate this Lease, such excess amount then Landlord shall be paid not unreasonably withhold its consent to the proposed subletting. (c) Anything herein to the contrary notwithstanding, without Landlord's prior consent but upon at least ten days' prior notice to Landlord, Tenant may sublease part or all of the Premises to an entity, which controls, is controlled by Lessee to Lessoror under common control with Tenant, as the term "control" is construed under the Federal securities laws.

SUBLETTING. Notwithstanding anything in Section 9.1 above to After the contraryClosing Date for any Property, in the event at any time during the term of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee may sublease such Property or any portion thereof to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Leaseany Person; provided, however, should that: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any of the obligations of the Lessee choose to sublease the Premises at a reduced rate, Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall continue remain directly and primarily liable under this Lease and the other Operative Documents to pay which it is a party; (b) each sublease of any Property shall expressly be made subject to Lessor and subordinated to this Lease and to the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all rights of the provisions Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of Section 9.1 above respecting subletting shall continue the applicable Property to be in full force the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and effecta request for such surrender; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for (d) such sublease space under shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease, such excess amount shall be paid by Lessee to Lessor.

SUBLETTING. Notwithstanding anything in Section 9.1 above The Tenant may from time to the contrary, in the event at any time during the term of this LeaseTerm enter into subleases, Lessee desires licenses, concessions and occupancy agreements or agreements for subleases, licenses, concessions and occupancy agreements with respect to sublet the PremisesStadium Component (collectively, Lessee shall notify Lessor “Subleases” and individually, a “Sublease”) in writing not less than sixty (60) days in advance the prudent course of the proposed sublease date, designating the identity Tenant’s business in respect of the prospective sublessee Stadium Component, at rents or other compensation (collectively in this Section 13.2, “rent”) and on such terms and conditions and with such Subtenant as the Tenant, acting reasonably, considers appropriate having regard to all circumstances at the time of entering into a Sublease, provided that: (a) the Tenant shall not enter into a Sublease the purpose or result of which is to circumvent the limitations on Disposition set out in Section 13.1 or the restriction on Encumbrances set out in Section 13.9; (b) except for the Subleases to the CFL Partnership and the Ottawa 67’s Partnership or as otherwise permitted under the terms of the proposed sublease. Lessor Project Agreement, each Sublease shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt made with a Subtenant that is at Arm’s Length to the Tenant on Arm’s Length terms and conditions which are commercially reasonable and reflective of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor prevailing market conditions at the same rent as Lessee time the Sublease is required entered into or, if applicable, renewed by the Tenant and the Subtenant, or which Subtenant and terms and conditions have been Approved by the Landlord; (c) the Subleases to pay the CFL Partnership and the Ottawa 67’s Partnership shall be on terms and conditions that have been Approved by the Landlord; (d) every Sublease entered into by the Tenant prior to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee expiry of the Initial Term shall continue to pay to Lessor expire on or before the full amount due. In expiry of the event Lessor approves Initial Term; (e) the sublease identified in LesseeSubtenant’s notice, all permitted uses of the sublet premises shall comply with the provisions of Section 9.1 above respecting subletting and otherwise with the provisions of this Lease and the remaining terms of the Sublease shall continue to be in full force compliance with this Lease; (f) the Tenant covenants and effectagrees that each Sublease shall provide that: (i) it is subject to this Lease; (ii) subject to Section 13.2(f)(iii), the Subtenant will not pay rent or other sums under its Sublease with the Tenant for more than three (3) months in advance (in addition to the final month’s rent of the Sublease term as a security deposit), except as Approved by the Landlord; (iii) any rent or other sums payable by a Subtenant pursuant to its Sublease may be paid more than three (3) months in advance on the condition that such payments are held in a trust account. The Tenant shall not be permitted to withdraw funds from such trust account more than (3) months in advance of the date upon which such funds are due to the Tenant under the Sublease; and (iv) the Subtenant shall attorn to the Landlord and, at the request of the Subtenant, the Landlord shall execute and nothing deliver a non-disturbance agreement in consideration thereof in form satisfactory to the Landlord, acting reasonably; (g) the Tenant shall provide the Landlord with copies of all Subleases entered into during each Lease Year, within a period of fifteen (15) days following such Lease Year. In addition, the Landlord shall be entitled to inspect copies of all existing Subleases at the offices of the Tenant during regular business hours upon reasonable prior written Notice to the Tenant at any time prior to the expiry of the Term. Copies of each Sublease provided by the Tenant to the Landlord shall, at the Tenant’s option, be either a signed original copy or a notarially certified true copy of such Sublease. The Landlord acknowledges that any and all financial information contained in the Subleases which the Tenant delivers to the Landlord in accordance with its obligations set out in this subparagraph, and any and all financial information contained in the Subleases which the Landlord may inspect, are designated by the Tenant as “strictly confidential”; (h) no Sublease shall release or impair the continuing obligations of the Tenant hereunder or purport to extend beyond the Term hereof, without the prior written consent of the Landlord; and (i) the Tenant shall not enter into any Sublease, the terms and conditions of which are contrary to the requirements of this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises 13.2 or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor otherwise in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessor.

SUBLETTING. Notwithstanding anything in Section 9.1 above (a) The Lessee shall not sublet the Property or any part thereof, unless (i) at the time of any such sublease, no Default, Environmental Event, Unwind Event or Event of Default shall have occurred and be continuing and no Termination Notice has been delivered or has been deemed to have been delivered; (ii) any such sublease shall by its terms be expressly made subject and subordinate to the contrary, in the event at any time during the term terms of this Lease, Lessee desires to sublet Lease and shall expire on or before the Premises, last day of the Lease Term; (iii) the Lessee shall notify provide the Lessor in writing not less than sixty (60) days in advance prior to the effective date of such sublease with notice of such sublease; (iv) the Lessee shall provide the Lessor ten (10) Business Days prior to the effective date of such sublease with a conformed copy of the proposed instrument creating such sublease; (v) the Lessor has consented to such sublease date, designating such consent not to be unreasonably withheld; and (vi) the identity Final Completion Date shall have occurred. (b) No sublease pursuant to this paragraph 17 shall modify or limit any right or power of the prospective sublessee and the terms Lessor hereunder or affect or reduce any obligation of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – InstructureLessee hereunder, Inc. OLD MILL BUILDING IV, LLC days after receipt and all such obligations of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; effect as obligations of a principal and nothing contained not of a guarantor or surety, as though no subletting had been made or occupancy permitted. (c) If the Lessee shall request, in this Section 9.3 shall be construed as a waiver by connection with any sublease, that the Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a execute an attornment and non-disturbance agreement with respect to such sublease, the sublessee Lessor shall consider each such sublease on a case-by-case basis and may give its consent to its execution and delivery of an attornment and non-disturbance agreement. The Lessee shall not subsequently sublease the Premises mortgage, pledge or any part thereof otherwise encumber its interest in and to this Lease or assign its rights under the sublease in and to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease or the Premises, including but not limited to reasonable attorney’s fees. To rentals payable thereunder without the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess prior written consent of the amount that would otherwise be due Lessor. Any sublease made, and owing from Lessee for any mortgage, pledge or assignment of the Lessee's interest hereunder or under any such sublease space under the terms of granted, otherwise than as expressly permitted by this Leaseparagraph 17, such excess amount shall be paid by Lessee to Lessornull and void and of no force or effect.

SUBLETTING. Notwithstanding anything in Section 9.1 above to the contrary(a) Lessee may not sublease, in whole or in ---------- part, any of its right, title or interest in, to or under this Lease or any portion of the event Site to any Person at any time during the term of this Leasetime, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed and any such sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt void and of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Leaseno force or effect; provided, however, should that without the consent of -------- ------- Lessor, Lessee choose to may sublease the Premises at a reduced rateSite to Sublessee pursuant to the Sublease. Regardless of Lessor's consent, no subletting shall release Lessee shall continue of Lessee's obligation or alter the primary liability of Lessee to pay Rent hereunder (including, without limitation, Basic Rent and Supplemental Rent) and to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, perform all of the provisions of Section 9.1 above respecting subletting shall continue other obligations to be in full force and effect; and nothing contained in this Section 9.3 performed by Lessee hereunder. The acceptance of Rent by Lessor or Agent from any other Person shall not be construed as deemed to be a waiver by Lessor of any provision hereof. Consent to one subletting of its rights under Section 9.1 above. In the event Lessor approves a sublease, Site shall not be deemed consent to any subsequent or further subletting of the sublessee may not subsequently sublease the Premises Site or any part thereof other Site. Lessor may proceed directly against Lessee without the necessity of exhausting remedies against said successor. (b) Lessee hereby assigns to Lessor all of Lessee's right, title and interest in and to the Sublease, now or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor hereafter in connection with Lessee’s request to sublease the Premiseseffect, including including, but not limited to, all rents and other sums payable to reasonable attorney’s feesLessee under such Sublease. To the extent Lessor approves a subleaseshall have no obligation to perform, and Lessee shall not by reason of such assignment be relieved of its obligation to perform, any rent paid by of Lessee's covenants or agreements under this Lease or covenants or agreements of Lessee, as sublessor, under the sublessee that is in excess Sublease; provided that, upon the termination of this -------- Lease or upon termination of Lessee's right to possess the Site following a Lease Event of Default (the date of such termination shall be referred to herein as the "Turnover Date") the following shall apply: (a) if Lessee acquires ------------- ownership of the amount that would otherwise be due and owing from Lessee for such sublease space under Site in accordance with the terms of this LeaseLease or if Lessee's right to possess the Site has been terminated following a Lease Event of Default then, subject to the provisions of Article XVIII, Lessee shall continue to be ------------- liable for all obligations under the Sublease; or (b) if Lessee does not acquire ownership of the Site, (i) Lessee shall continue to be liable for any obligations under the Sublease accruing or arising prior to the Turnover Date and for any tenant improvement obligations arising or accruing prior to the later of (x) the Turnover Date and (y) the scheduled termination date of the Lease Term and (ii) if the A-21 Sublease is not terminated in accordance with Section 12.2(b), Lessor (or any ------- ------- successor owner of the Site (the "Designated Owner")) shall assume and be liable ---------------- for, subject to the limitations on the liability of the Designated Owner set forth in Section 12.2 and subject to the limitations on the liability of Lessee set forth in Article XVIII, Lessee's obligations under the Sublease other than ------------- those referred to in clause (i) above. Prior to the Turnover Date, Lessee shall have the right to collect and enjoy all rents and other sums of money payable under any Sublease and Lessee shall have the right to modify, extend, amend or terminate any or all of the Sublease, so long as such excess amount shall be paid by Lessee to Lessormodification, extension, amendment or termination could not have a Material Adverse Effect or conflict with or violate any of the Operative Documents.

SUBLETTING. Notwithstanding anything Lessee may not assign, mortgage or pledge to any Person, including an Affiliate of Lessee, at any time, in Section 9.1 above whole or in part, any of its right, title or interest in, to or under this Lease or any portion of the Leased Property and any such assignment, mortgage or pledge shall be void. Lessee may from time to time, sublease, in whole or in part, any of its right, title or interest in, to or under this Lease or any portion of the Leased Property (including the Existing Lease) to any Person and extend, modify or renew any sublease without the approval of Lessor or Agent; PROVIDED, HOWEVER, that: (a) no sublease or other relinquishment of possession of the Leased Property shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder, nor release or discharge, in whole or in part, Lessee from any such obligations, and Lessee shall remain directly and primarily liable under this Lease as to the contraryLeased Property, in or portion thereof, so sublet; (b) each sublease shall expressly be made subject to and subordinate to this Lease and to the event rights of Lessor hereunder; (c) each sublease shall expressly provide for the surrender of the applicable Leased Property or portion thereof by the applicable sublessee at any time during the term election of the Required Participants or Lessor (as applicable) after the occurrence of a Lease Event of Default or upon the expiration or termination of this Lease; (d) each sublease provides for a fair market lease term and a fair market rental rate as of the date such sublease was executed, and (e) Lessee desires pledges its entire interest in any such Sublease, including the right to sublet the Premisesreceive rent or other payments thereunder, to lessor pursuant to SECTION 15.1.. With respect to any sublease permitted under this ARTICLE XII, Lessee shall notify Lessor in writing not less than sixty (60) days in advance sublease any portion of the proposed Leased Property to, or permit the sublease date, designating the identity of any portion of the prospective sublessee and Leased Property to, or permit the terms sublease of any portion of the proposed subleaseLeased Property by, any Person (a) who, to the knowledge of any Responsible Officer of Lessee with operational responsibility, after reasonable inquiry, shall then be in default with respect to the payments of money under any instrument evidencing indebtedness or with respect to any liability for borrowed money or for the deferred purchase price of property if the aggregate amount of all such indebtedness, liabilities and purchase prices under or with respect to which such Person is then in default exceeds one-half of one percent (0.50%) of such Person's net worth or capital and surplus, or (b) who shall then be engaged in any proceedings for relief under any bankruptcy or insolvency law or laws relating to the relief of debtors. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt All of Lessee’s notice within which 's right, title and interest in, to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee under each sublease is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid hereby pledged by Lessee to Lessor, as collateral for Lessee's obligations under this Lease and shall be further assigned to Agent pursuant to the Assignment of Lease and the Assignment of Subleases, and Lessee shall, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which Agent or any Participant may reasonably request in order to create, perfect, preserve and protect Lessor's and Agent's security interest in such sublease. Lessee shall, within fifteen (15) days after execution of any sublease to a Person which is not a wholly-owned Subsidiary of Lessee, deliver to Agent a fully executed copy of such sublease.

SUBLETTING. Notwithstanding anything in Section 9.1 above With respect to each and every sublease or subletting under the contraryprovisions of this Lease, it is further agreed that: (i) No sublease shall be for a term (including any renewal rights contained in the event at any time during sublease) extending beyond the expiration date of the initial term of this Lease; (ii) No sublease shall grant to the subtenant any greater rights or impose on the subtenant any lesser obligations (other than the payment of rent and other than modifications made solely to limit the subtenant’s obligations so as to cover only the subleased premises) than the rights granted to and obligations imposed on Tenant pursuant to the Lease; (iii) No sublease shall be valid, Lessee desires and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of the Sublease (and all ancillary documents executed in connection with such subtenant’s occupancy of the Premises or with respect to sublet or modifying such sublease) has been delivered to Landlord; (iv) Each sublease shall provide that, subject to the Premisesprovisions of any Landlord’s Nondisturbance Agreement (as hereinafter defined) between Landlord and the subtenant thereunder, Lessee such sublease shall notify Lessor be subject and subordinate to this Lease and to any matters to which this Lease is or shall be subordinate, and that in writing the event of termination, reentry or dispossession by Landlord under this Lease Landlord may, at its option (unless Landlord shall have delivered a Landlord Non-Disturbance Agreement, as hereinafter defined), take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option (unless Landlord shall have delivered a Landlord Non-Disturbance Agreement), attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not less be (i) liable for any previous act or omission of Tenant under such sublease, (ii) subject to any credit, offset, claim, counterclaim, demand or defense which such subtenant may have against Tenant, (iii) subject to any free or abated rent provided or to be provided to the subtenant thereunder; (iv) bound by any previous modification of such sublease which does not comply with the terms of this Lease and which has not been provided to Landlord, or by any previous payment of any amount due under this Lease more than sixty one (601) days month in advance of the proposed sublease datedue date thereof, designating the identity (v) bound by any covenant of Tenant to undertake or complete any construction of the prospective sublessee and the terms Premises or any portion thereof, (vi) required to account for any security deposit of the proposed sublease. Lessor shall subtenant other than any security deposit actually delivered to Landlord by Tenant, (vii) responsible for any monies (including without limitation any work allowance) owing by Tenant to the credit of subtenant, (viii) bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease to be allowed thirty performed after the date of such attornment, or (30ix) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of remove any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease person occupying the Premises or any part thereof or (the matters described in the foregoing clauses (i) through (ix) being herein collectively called the “Excluded Obligations”); (v) Each sublease shall provide that the subtenant may not assign its rights thereunder or further sublet the space demised under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, in whole or in part, except with Landlord’s prior written consent (it being agreed that a change of control, as defined herein, of any rent paid by the sublessee that is in excess subtenant shall be deemed to be an assignment of such sublease); and (vi) Each subletting shall be subject to all of the amount that would otherwise be covenants, agreements, terms, provisions and conditions contained in this Lease. The Named Tenant shall and will remain fully liable for the payment of the Minimum Rent and Additional Rent due and owing from Lessee to become due hereunder and for such sublease space the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the terms obligations of this Lease, and any such excess amount violation shall be paid deemed to be a violation by Lessee Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to Lessorthe provisions of this Article.

SUBLETTING. Notwithstanding anything in Section 9.1 above In the event the Tenant desires the Landlord's consent to the contrary, in subletting of all or any part of the event at premises for any time during part of the term of this LeaseLease with respect thereto, Lessee desires the Tenant shall notify the Landlord of the name of the proposed subtenant, such information as to the proposed subtenant's business, financial responsibility and standing as the Landlord may require, and of the covenants, agreements, terms, provisions and conditions of the proposed subletting, which notice shall (except in the case of a proposed subletting to a subsidiary or affiliate of the Tenant) contain an offer to vacate and surrender, as of the Special Surrender Date (as hereinafter defined), either (i) if the Tenant proposes to sublet only a part of the premises, the space to be demised by the proposed sublease, together with such other space, if any, as is demised to the Tenant by this Lease as may be reasonably required for public corridors, toilets and core facilities serving the space so proposed to be sublet (said spaces(s) being herein collectively called a "Partial Space"), or (ii) if the Tenant proposes to sublet the Premisesentire premises, Lessee the entire premises. The term "Special Surrender Date" as used in this Article, shall notify Lessor mean a date to be specified in writing not less than sixty (60) days in advance of such notice from the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this LeaseTenant; provided, however, should Lessee choose to sublease said specified date shall be (a) the Premises at last day of a reduced ratecalendar month during the term hereof with respect thereto, Lessee shall continue to pay to Lessor and (b) not earlier than a date occurring 120 days after the full amount due. In giving of such notice and not later than the event Lessor approves date for the sublease identified in Lessee’s notice, all commencement of the term of the proposed subletting. The Landlord may accept such offer by a notice given to the Tenant within 30 days after the receipt of such notice from the Tenant. If the Landlord accepts such offer and such offer pertains to a Partial Space, then effective as of the Special Surrender Date, this Lease shall be deemed modified so that the term and estate granted by this Lease with respect to such Partial Space (unless the same shall have expired sooner pursuant to any of the other conditions of limitation or provisions of Section 9.1 above respecting subletting this Lease or pursuant to law) shall continue to be in full force and effect; and nothing contained expire on the Special Surrender Date with the same effect as if the Special Surrender Date were the date specified in this Section 9.3 shall be construed as a waiver by Lessor Lease for the expiration of any the term of its rights under Section 9.1 above. In this Lease with respect to such Partial Space and the event Lessor approves a subleaseannual fixed rent payable hereunder, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any that such fixed rent paid by the sublessee that relates to such Partial Space and such abatement is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space annual rate of any other existing abatement of fixed rent relating thereto under the terms any other covenant, agreement, term, provision or condition of this Lease, such excess amount shall be paid abated at the Applicable Rental Rate (as hereinafter defined) for each square foot of the rentable area of the Partial Space from and after the Special Surrender Date. If the Landlord accepts such offer pertaining to a Partial space, the Landlord agrees that any tenant of the Partial Space shall have a separate entrance to the Partial Space and shall not have to pass through the Tenant's premises. If the Landlord accepts such offer and such offer pertains to the entire premises, then this Lease shall be deemed modified so that the term and estate granted by Lessee this Lease (unless the same shall have expired sooner pursuant to Lessorany of the conditions of limitation or other provisions of this Lease or pursuant to law) shall expire on the Special Surrender Date with the same effect as if the Special Surrender Date were the date specified in this Lease for the expiration of the term hereof and the fixed rent payable hereunder shall be apportioned as of the Special Surrender Date. The Tenant shall terminate its occupancy of such Partial Space or the premises, as the case may be, not later than the Special Surrender Date.

SUBLETTING. Notwithstanding anything in Section 9.1 above (a) The Cooperative is a shareholder-occupied complex. Shares are sold with the understanding that the buyer and/or his or her family will occupy the apartment. Accordingly, Shareholder hereby agrees not to sublet his or her Apartment without the contraryprior written consent of the Cooperative, which consent may be withheld in the Cooperative's sole discretion. In addition to approving any sublease, the Cooperative must approve of the Shareholder’s tenant (“Sublessee”). In no event at any time during the term of this Lease, Lessee desires shall Shareholder be permitted to sublet the PremisesApartment within the first four years of membership in the Cooperative. Consent to any one subletting shall not be deemed a consent by the Cooperative to any subsequent subletting. The liability of Shareholder under this Occupancy Agreement shall continue, Lessee shall notify Lessor in writing not less than sixty (60) days in advance notwithstanding the fact that he or she may have sublet the Apartment with the approval of the proposed sublease dateCooperative, designating and Shareholder shall be responsible to the identity Cooperative for the conduct of his or her Sublessee and for all obligations hereunder. Violation of this provision shall, at the option of the prospective sublessee Cooperative, result in termination and forfeiture of the Shareholder's rights under this Occupancy Agreement. (b) The sublease shall be in a form acceptable to the Cooperative, shall require the Sublessee to abide by the terms of the proposed Cooperative’s Governing Instruments during his or her subtenancy by signing an Occupancy Agreement and rules and regulations, and shall give to the Cooperative an irrevocable power to dispossess or otherwise act for the Shareholder in case of default under the sublease. (c) In addition to subsection (b), Shareholder hereby assigns to the Cooperative all of such Shareholder’s rights as lessor, i.e., the right, power and authority to: (i) collect the rents, issues and profits (collectively, “Rent”) of said Shareholder’s Apartment, including Rent due and unpaid, (ii) initiate an Unlawful Detainer action against the Sublessee, (iii) enter upon and take possession of the Apartment, (iv) re-rent the Apartment in the Cooperative’s name and collect Rent therefrom without liability to the Shareholder except for any Rent which may be collected over and above the Carrying Charge and other amounts owed to the Cooperative by the Shareholder, and (v) avail itself of any other remedies permitted by law. Lessor Notwithstanding the foregoing, each Shareholder retains the right to collect Rent from such Shareholder’s Apartment for so long as the Shareholder shall be allowed thirty (30) LEASE – Instructurecurrent in the payment of such Shareholder’s Carrying Charges and other amounts owed to the Cooperative. Once a Shareholder becomes delinquent in payment of such Shareholder’s Assessments, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lesseesaid Shareholder’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent rights as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified lessor are extinguished in Lessee’s notice, all favor of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to LessorCooperative.

SUBLETTING. Notwithstanding anything Developer shall be entitled, with the prior written ---------- consent of Landlord, to sublet the whole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in Section 9.1 above 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the contrarysubtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the event at any time during term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, Lessee desires to sublet plus extension options; (ii) such subtenant agrees that in the Premisesevent this Lease expires, Lessee shall notify Lessor in writing not less than sixty (60) days in advance terminates or is cancelled during the term of the proposed sublease, the sublease date, designating the identity of the prospective sublessee shall be deemed a direct lease between Landlord and such subtenant and the terms of the proposed sublease. Lessor subtenant shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which attorn to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount dueLandlord. In the event Lessor that Landlord objects to any proposed nondisturbance agreement or sublease, Landlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sublease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as used in 45 the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the sublease identified pursuant to a provision in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease similar to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms subsection 4.8 of this Lease, such excess amount and that the term "sublessee" under the nondisturbance agreement shall be paid deemed to include any encumbrancer or other party succeeding to the sublessee under the Ground Sublease by Lessee virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to Lessorexecute a nondisturbance agreement for the benefit of the sublessee under any Ground Sublease, such agreement shall be subject to the obligations of the sublessee thereunder being no less than the obligations of the Developer hereunder with respect to the subleased premises.

SUBLETTING. Notwithstanding anything in Section 9.1 above (a) Tenant may at any time and from time to time enter into Subleases of Rentable Space without Landlord’s consent; provided that the use of leased space is not a Prohibited Use. (b) Tenant agrees for the benefit of Landlord that each Sublease shall stipulate that: (i) it is subject and subordinate to the contrary, terms and provisions of this Lease; (ii) in the event of termination of this Lease for any reason, including, without limitation, a voluntary surrender by Tenant, or in the event of any reentry or repossession of the Property by Landlord, Landlord may, at its option but with no obligation, take over all the right, title, and interest of Tenant, as sublessor, under such Sublease; (iii) when the Landlord opts to take over the Sublease as sublessor, the Subtenant shall attorn to Landlord; and (iv) Landlord shall not (1) be liable for any time during previous act or omission of Tenant under such Sublease, (2) be subject to any counterclaim, defense, or offset previously accrued in favor of the term Subtenant against Tenant, (3) be bound by any security or advance rental deposit made by such Subtenant that is not delivered or paid over to Landlord and with respect to which such Subtenant shall look solely to Tenant for refund or reimbursement, or (4) be obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the Subtenant shall execute and deliver to Landlord any instruments Landlord may request to evidence and confirm such attornment. (c) Tenant agrees that each UT Sublease shall stipulate that: (i) it is subject and subordinate to the terms and provisions of this Lease; (ii) when the Landlord opts to take over a UT Sublease as sublessor, Lessee desires U.T. shall attorn to sublet Landlord; and (iii) Landlord shall not (1) be liable for any previous act or omission of Tenant under such UT Sublease, (2) be subject to any counterclaim, defense, or offset previously accrued in favor of U.T. against Tenant, (3) be bound by any security or advance rental deposit made by U.T. that is not delivered or paid over to Landlord and with respect to which U.T. shall look solely to Tenant for refund or reimbursement, or (4) be obligated to perform any work in the Premisessubleased space or to prepare it for occupancy, Lessee and in connection with such attornment, U.T. shall notify Lessor execute and deliver to Landlord any instruments Landlord may request to evidence and confirm such attornment, subject to the requirements and limitations of applicable laws and regulations. (d) Tenant shall provide a copy to Landlord of any direct Sublease from Tenant to a Subtenant (but expressly excluding any Subleases, whether direct or indirect, to End Users who are not the named Subtenant) to Landlord. (e) If Tenant is not in writing not less than sixty (60) days in advance default of the proposed sublease datethis Lease beyond any applicable notice and cure period, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed Landlord shall, within thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after of receipt of Lessee’s notice within which written request, provide a non-disturbance and attornment agreement (a “Recognition Agreement”) to approve Subtenants and End Users in the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent form attached hereto as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises Exhibit G or any part thereof or assign its rights under the sublease to any such other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessormutually agreeable form.

SUBLETTING. Notwithstanding anything (a) Tenant shall have the right to sublet the Premises only in accordance with this Section 9.1 above to 25. Tenant shall have the contrary, in the event at any time during the term of this Lease, Lessee desires right to sublet the Premises, Lessee provided that (i) Tenant may not sublet to a governmental or quasi-governmental bureau, department or agency, foreign or domestic, including an autonomous governmental corporation or diplomatic or trade mission, or any other person or entity entitled to diplomatic or sovereign immunity, (ii) a sublease of all or substantially all of the Premises shall notify Lessor be for actual occupancy by the subtenant and (iii) if such sublease occurs during a time when the Basic Term Loan or any substitute Basic Term Loan is outstanding, the Qualified Fee Mortgagee (acting in writing accordance with the Basic Term Loan Documents) shall have consented to such subletting. In no event shall Landlord be required to give its consent to any subletting unless and until the Qualified Fee Mortgagee shall have consented thereto. (b) Tenant shall cause each sublease to provide that: (i) such sublease shall be subject to this Lease, the rights of Landlord under this Lease, and any modifications and extensions of this Lease that are not less inconsistent with subtenant's rights as set out hereunder; (ii) the term of such sublease shall expire no later than sixty October 3, 2041, unless the continuation of the term beyond that date is conditioned on Tenant's having exercised the Purchase Option pursuant to this Lease; (60iii) days if this Lease is terminated for any reason whatsoever (including an uncured Event of Default by Tenant) other than a Total Taking followed by Tenant's election to terminate, then, and immediately prior to such termination such sublease shall be in effect, such sublease shall, if the sublease is a one recognized or required to be recognized as a Qualified Sublease or shall at Landlord's election if not so recognized or required to be recognized, become a lease of the space covered thereby between Landlord and the subtenant upon the terms and conditions set forth in such sublease, provided that Landlord's liability and that of its partners, directors, officers and shareholders, if any, under such lease shall be subject to the limitations in Section 35 and Landlord shall not be (A) liable for any act or omission of the sublessor prior to such termination, (B) subject to offsets, defenses or counterclaims which such subtenant may have had against the sublessor, (C) bound by any covenant to undertake or complete any construction on the premises demised by such sublease, (D) bound by any obligation to make any payment to such subtenant or (E) bound by payments by such subtenant of rent for more than one month in advance of the proposed due date provided in such sublease, security deposits or amounts in the nature of additional rent, such as payments of taxes and operating expenses, unless Tenant delivers such amounts to Landlord; and (iv) the parties to such sublease dateshall not enter into a modification of such sublease that does not comply with this Section 25. (c) Not later than 30 days after the end of each calendar year, designating Tenant shall deliver to Landlord (i) a rent roll with respect to the identity Premises, setting forth at least the name of each subtenant, the date of its sublease, the space sublet, the term of its sublease, the fixed and any percentage rent payable under such sublease, any options of such subtenant to extend, expand, contract or buy, and any unpaid obligations of Tenant to any broker, agent or finder in respect of such sublease, and (ii) a certificate of Tenant, signed by an authorized partner or officer, to the effect that all subleases then in effect comply with the provisions of this Section 25 relating thereto. Upon request of Landlord from time to time, Tenant shall deliver to Landlord a correct and complete copy of each sublease of the prospective sublessee Premises not theretofore delivered to Landlord (d) If this Lease is terminated for any reason whatsoever (including an uncured Event of Default by Tenant) other than by Tenant's exercise of the Option to Purchase or by a Total Taking followed by Tenant's election to terminate, then, notwithstanding anything to the contrary contained in Section 29, Landlord shall recognize and give effect to each sublease then in effect which is not in default beyond any applicable notice or grace period thereunder, provided that (i) such sublease complies with Section 25, (ii) such subtenant shall have received a written agreement to recognize it from the Qualified Fee Mortgagee, (iii) each applicable Leasehold Mortgagee is an Institutional Lender and shall have entered into a written non-disturbance agreement with the subtenant under such sublease, providing in substance that such Leasehold Mortgagee shall not join such subtenant as a party defendant in any foreclosure action or proceeding instituted by such Leasehold Mortgagee and shall not evict such subtenant (except in the case of default under such sublease) in the event of foreclosure or the exercise of a power of sale by such Leasehold Mortgagee, which agreement shall then be in effect and an executed copy of which shall have been delivered to Landlord, (iv) such sublease was on market terms as of the date of its execution, (v) the subtenant has a net worth of at least $50,000,000 in Current Dollars or subtenant's guarantor is creditworthy in relation to the sublease obligations and (vi) such sublease is for at least 50,000 square feet. (e) As further security for Tenant's performance of its obligations hereunder, Tenant hereby assigns to Landlord, subject to any prior rights therein of the Qualified Fee Mortgagee and the First Leasehold Mortgagee, all of Tenant's right, title and interest in and to all subleases of the Premises, all rent and other sums payable thereunder and all cash or instruments deposited with Tenant pursuant to such subleases, provided that such assignment shall become operative and effective only if (i) an Event of Default shall occur (ii) this Lease shall terminate, or (iii) Landlord shall re-enter the Premises after an Event of Default pursuant to the terms of this Lease by legal proceedings or otherwise, but in each case only as to such of the proposed subleasesubleases as Landlord is obligated to recognize or elects to recognize under this Section 25. Lessor Such assignment shall be allowed thirty subject to any assignment of subleases and rents given as collateral security to (30i) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s a Qualified Fee Mortgagee and (ii) the First Leasehold Mortgagee so long as such Leasehold Mortgagee shall have given Landlord notice within which that such Leasehold Mortgagee intends to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of exercise its rights under Section 9.1 above24(d), shall be exercising such rights with diligence and continuity and shall apply any rents so assigned to the payment of any sums due to Landlord under this Lease prior to applying the same to payments of debt service due on the obligations secured by its Leasehold Mortgage. In Tenant shall not make any assignment of subleases or the event Lessor approves rents thereunder to any person other than a subleaseLeasehold Mortgagee or a permitted assignee of this Lease. No collection of rent by Landlord from a subtenant shall constitute a waiver of any default hereunder or any Event of Default or an acceptance of the subtenant as a tenant or a release of Tenant from any of its obligations hereunder. For so long as Svenska Handelsbanken AB (publ) is the Qualified Fee Mortgagee, Tenant shall not assign to the sublessee may not subsequently First Leasehold Mortgagee Tenant's right, title and interest in and to any sublease of the Premises or the rents thereunder. (f) Landlord's action and review consistent with this Section 25, and of any part thereof or assign its rights under the sublease request by Tenant to recognize any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount Sublease shall be paid by Lessee at No Cost to LessorLandlord.

SUBLETTING. Notwithstanding anything Developer shall be entitled, with the prior written ---------- consent of Landlord, to sublet the whole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in Section 9.1 above 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the contrarysubtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the event at any time during term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, Lessee desires to sublet plus extension options; (ii) such subtenant agrees that in the Premisesevent this Lease expires, Lessee shall notify Lessor in writing not less than sixty (60) days in advance terminates or is canceled during the term of the proposed sublease, the sublease date, designating the identity of the prospective sublessee shall be deemed a direct lease between Landlord and such subtenant and the terms of the proposed sublease. Lessor subtenant shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which attorn to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount dueLandlord. In the event Lessor that Landlord objects to any proposed nondisturbance agreement or sublease, Landlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sublease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as used in the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the sublease identified pursuant to a provision in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease similar to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms subsection 4.8 of this Lease, such excess amount and that the term "sublessee" under the nondisturbance agreement shall be paid deemed to include any encumbrance or other party succeeding to the sublessee under the Ground Sublease by Lessee virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to Lessor.execute

SUBLETTING. Notwithstanding anything Except as hereinafter expressly permitted (including as permitted under Section 16.3), Tenant shall not sublet any portion of the Premises, and shall not enter into any arrangement that is the functional (if not legal) equivalent of a sublease, without Landlord’s prior written consent in Section 9.1 above each instance, which consent shall not be unreasonably withheld, conditioned or delayed; provided, (a) Tenant may sublet up to an aggregate amount of 25,000 square feet of space at the contraryPremises to or by any person(s) or entity(ies) (each, in the event at any time during the term of this Lease, Lessee desires to a “Permitted Sublease”) and (b) Tenant may sublet the Premises, Lessee shall or any portion thereof, to any (i) corporation or other entity which controls, is controlled by, or is under common control with Tenant; or (ii) a “satellite company” of Tenant (as described in Tenant’s Annual Report on Form 10-K for the year ended December 31, 2009) (a “Tenant Affiliate”) (any such sublease, an “Exempt Sublease”). Upon the effectuation of a Permitted Sublease or an Exempt Sublease, Tenant will promptly notify Lessor in writing not less than sixty (60) days in advance Landlord regarding such sublet or other occupancy right granted by Tenant with regard to the Premises, and the size and location of the proposed sublease datespace relating thereto. No Permitted Sublease or Exempt Sublease shall specify a term which extends beyond the Lease Term, designating the identity and all Permitted Subleases and Exempt Subleases shall explicitly state that they are subject and subordinate to this Lease. Any purported subletting of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which Premises or other occupancy agreement that is contrary to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 16.1.2 shall be construed void. Landlord’s consent shall be based upon a determination that the same (or better) type, class, nature and quality of business, service, management, and financial soundness of ownership shall exist after such subletting or other occupancy agreement (taking into account that Tenant shall remain liable for all obligations of Tenant under the Lease as a waiver set forth in Section 16.4) and, provided further, that each and every covenant, condition or obligation imposed upon Tenant by Lessor this Lease is assumed by such subtenant and each and every right, remedy or benefit afforded Landlord by this Lease is not thereby impaired or diminished. Consent by Landlord to one or more sublettings of any of its the Premises shall not operate to exhaust Landlord’s rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to LessorSection.

SUBLETTING. Notwithstanding anything (a) Except as otherwise expressly provided in Section 9.1 above to the contrary, in the event at any time during the term of this Lease, Lessee desires to Tenant shall not sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance any or all of the proposed sublease dateProperties without the prior written consent of Landlord, designating which consent shall not be unreasonably withheld, conditioned or delayed and any such purported subletting without consent shall be void, and any Sublease shall be included in the identity definition of a “Transfer.” (b) As security for performance of its obligations under this Lease, Tenant hereby grants, conveys and assigns to Landlord all right, title and interest of Tenant in and to all subleases now or hereafter in effect (the “Subleases”) entered into for any part or all of a Property and any and all extensions, modifications and renewals thereof and all rents, issues and profits therefrom. Nothing in this Section 15.04 shall constitute an agreement by Landlord to permit Tenant to enter into Subleases without Landlord’s written consent. (c) Each Sublease of any of the prospective sublessee and Properties which is consented to by Landlord or otherwise permitted pursuant to the terms of the proposed sublease. Lessor this Lease shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which subject and subordinate to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting this Lease (and all future amendments to this Lease). No Sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue to be in full force and effect; effect as obligations of a principal and nothing contained in not as obligations of a guarantor, as if no Sublease had been made. No Sublease shall impose any additional obligations on Landlord under this Section 9.3 shall be construed as a waiver by Lessor Lease. (d) Tenant shall, within ten (10) days after the execution and delivery of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises consented to by Landlord or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space permitted under the terms of this Lease, deliver a duplicate original copy thereof to Landlord. (e) Landlord shall have no obligation to recognize any or to agree to not disturb any subtenant of Tenant upon any Event of Default of Tenant under this Lease, unless Landlord shall agree to do so in writing by separate instrument, but Landlord shall have no obligation to do so. Landlord’s consent to any Sublease shall not be construed as or imply any agreement on Landlord’s part to recognize any Subtenant. In the event of Tenant’s surrender of this Lease or the termination of this Lease for any reason or by any circumstance, Landlord may, at its option, either terminate any or all subtenancies or succeed to the interest of Tenant as sublandlord thereunder (except to the extent that Landlord has entered into a nondisturbance agreement with a Subtenant). During the time that any uncured Event of Default exists hereunder, Landlord may collect from each Subtenant all rent payable by such excess amount Subtenant pursuant to its Sublease and apply it toward Tenant’s obligations under this Lease, and any Subtenant is hereby provided with notice that Subtenant shall be paid by Lessee required to Lessorpay all sublease rent directly to Landlord upon receipt of notice from Landlord that an uncured Event of Default exists under this Lease. (f) Notwithstanding any provision to the contrary in this Article XV, Tenant may sublease up to fifteen (15%) of any Property without Landlord’s consent (a “Permitted Sublease”); provided, that any such Permitted Sublease shall be subject to all other terms and conditions of this Section 15.04 with respect to a Sublease (other than obtaining Landlord’s prior consent).

SUBLETTING. Lessee shall not sublet the Properties without the prior written consent of Lessor, which may be withheld by Lessor in its sole discretion and any such purported subletting shall be void. Notwithstanding anything in Section 9.1 above the foregoing, without Lessor’s consent, Lessee may sublet a portion of the Properties (collectively, the “Permitted Subleases”), provided that: (a) Lessee shall provide written notice thereof to Lessor (accompanied by a copy of the Permitted Sublease) at least ten (10) days prior to the contrary, in the event at any time during the term date of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty such Permitted Sublease; (60b) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor each Permitted Sublease shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which subject and subordinate to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided(c) each Permitted Sublease shall not contain any terms inconsistent with this Lease (or if so, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this LeaseLease shall control); (d) unless otherwise mutually agreed upon by Lessor and the subtenant, each Permitted Sublease shall terminate upon the expiration or sooner termination of this Lease (and such excess amount shall be paid clearly set forth in all Permitted Subleases); (e) Lessee at all times remains liable hereunder irrespective of any Permitted Sublease; and (f) the use of any related Property shall not violate any applicable zoning codes and shall not be used for any of the purposes set forth on Schedule 14.05 even if such uses are otherwise permitted under the applicable zoning codes.Lessee covenants and agrees that Lessee: (i) shall observe and timely perform all of its obligations as the landlord under the Permitted Subleases in compliance with the terms thereof; (ii) shall not assign all or part of any Sublease without the prior written consent of Lessor; (iii) shall promptly provide Lessor with any notice of default received from Lessee by any subtenant or any notice of default sent by Lessee to Lessorany subtenant; (iv) shall furnish Lessor with any and all information requested by Lessor reasonably necessary for a determination of the status of any Sublease; and (v) Lessee shall provide Lessor with copies of any and all Permitted Subleases and/or amendments to Permitted Subleases within five (5) days of execution thereof.

SUBLETTING. Notwithstanding anything Section 8.01 Sublease or Transfer -------------------- Lessee shall not assign this lease in Section 9.1 above to the contrarywhole or in part nor any interest therein, in the event at any time during the term of this Lease, Lessee desires to nor sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Leased Premises or any part thereof or assign grant any license, concession or other right of occupancy of any portion for the Leased Premises without the prior written consent of Authority, except for those licenses or concessions necessary for Lessee to operate its rights under cruise ship service on the sublease to any other partyLeased Premises. Lessee agrees will at all times keep Authority informed in writing of the licenses or concessions it grants relative to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request operation of its cruise ship service and will provide Authority all information relative to sublease the Premises, such licenses or concessions including but not limited to reasonable attorney’s feesthe names of licensees and concessionaires and the term of such licenses and concessions. To Consent of Authority to one or more assignments and subletting shall not operate as a waiver of Authority's rights as to any subsequent assignments and sublettings. If this Lease is assigned, or if any of the extent Lessor approves a subleaseLeased Premises, or any rent paid part thereof, is sublet, or occupied by anyone other than the Lessee, the Authority may, after default by the sublessee that is in excess Lessee, collect rent from the assignee, subtenant, or occupant and apply the net amount collected, exclusive of costs of collection, attorneys' fees or other costs incurred by Authority, to the rent herein reserved. No such assignment, subletting, occupancy, or collection shall be deemed a waiver of this covenant or shall the acceptance by Authority of such assignee, subtenant or occupant, as tenant, release Lessee from the further performance of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms covenants of this Lease. Lessee shall not assign this lease in whole or in part nor any interest therein, nor sublet the Leased Premises or any part thereof nor grant any license, concession or other right of occupancy of any portion of the Leased Premises nor permit the transfer of this lease by operation of law or otherwise without the prior written consent of Authority except as provided for in the preceding paragraph of this Section 8.01. Consent of Authority to one or more assignments and subletting shall not operate as a waiver of Authority's rights as to any subsequent assignments and sublettings. If this lease is assigned, or if any of the Leased Premises, or any part thereof, is sublet or occupied by anyone other than the Lessee, the Authority may, after default by the Lessee, collect rent from the assignee, subtenant or occupant and apply the net amount collected, exclusive of costs of collection, attorneys' fees or other costs incurred by Authority, to the rent herein reserved. No such excess amount assignment, subletting, occupancy or collection shall be paid deemed a waiver of this covenant nor shall the acceptance by Authority of such assignee, subtenant or occupant, as tenant release Lessee to Lessorfrom the further performance of the covenants in this lease.

SUBLETTING. Notwithstanding anything in Section 9.1 above (a) The Lessee may from time to time, sublease the contraryProperty or any portion thereof to any Person and extend, in modify or renew any sublease without the event at any time during the term approval of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this LeaseLessor; provided, however, should Lessee choose that: (i) no sublease or other relinquishment of possession of the Property shall in any way discharge or diminish any of the Lessee's obligations to sublease the Premises at a reduced rateLessor hereunder, and the Lessee shall continue remain directly and primarily liable under this Master Lease as to pay the Property, or portion thereof, so sublet and (ii) each sublease to an Affiliate of the Lessee shall be made subject and subordinate to this Master Lease and to the rights of the Lessor the full amount due. In hereunder. (b) Lessor hereby agrees, that, in the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions early termination of Section 9.1 above respecting subletting shall continue to be this Master Lease from any cause whatsoever, and while any sublease is in full force and effect, such termination of this Master Lease shall not act as a merger or other termination of such sublease, and Lessee's interest as sublessor in such sublease shall be deemed automatically assigned, transferred, and conveyed to Lessor; and, from and after such termination, Lessor shall be bound by the provisions of the sublease then in full force and effect on the part of the Lessee, as sublessor; and nothing contained in this Section 9.3 that the sublessee shall be construed as a waiver deemed thereupon and without further act to have attorned to Lessor. It is the intention hereof to provide that the termination of this Lease while such sublease is in full force and effect shall not, in any way, by Lessor reason thereof, terminate such sublease or affect the rights of such sublessee. The foregoing is subject to the right of Lessee (or Lessor, if this Master Lease has terminated) to terminate any of its sublease which is in default (notice thereof, if any required, having been given and the time for curing such default having expired) and any other rights under Section 9.1 above. In the event Lessor approves a and remedies reserved to Lessee in such sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to and any other party. Lessee agrees rights and remedies afforded to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess lessor of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessorreal property against a defaulting lessee.

SUBLETTING. Notwithstanding anything Tenant shall have the right to sublet any portion of the Property at any time without Landlord’s consent (a) to any sublessee that is owned by or under common control of Tenant, or (b) to any sublessee of the Tenant Retained Parcel. Otherwise, Xxxxxxxx’s consent shall be required for any subletting of the Property, which consent shall not be unreasonably withheld, conditioned or delayed, provided that such sublease (i) prohibits any Noxious Use, (ii) does not release Tenant from any of its obligations under the Lease, (iii) does not extend beyond the primary term of the Lease, and (iv) Landlord is named as notice party and receives copies of all sublease documentation reasonably requested by Landlord. Upon any sublease, Landlord may require the Tenant and subtenant to execute a subordination, non-disturbance and attornment agreement in Section 9.1 above form reasonably acceptable to Landlord, Tenant and subtenant; provided that the contraryterms of such sublease shall not be modified thereby. In addition, if the subtenant or Landlord requests the other to execute a subordination, non-disturbance and attornment agreement in connection with such sublease, subtenant or Landlord will not unreasonably withhold or delay its consent to such agreement, provided that in the event of the cancellation or termination of this Lease for any reason whatsoever or of the surrender of this Lease by operation of law prior to the expiration date of the sublease, subtenant shall make full and complete attornment to Landlord under either the terms of this Lease or the terms of the sublease, in Landlord’s sole and absolute discretion. In the event that this Lease is terminated or cancelled, and Landlord, following request by a subtenant, elects to apply the terms of this Lease to a subtenant, Base Rent for the Properties subleased to such subtenant shall be determined by fair market value appraisal obtained by Landlord at any the time during the term of termination of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing but not less than sixty (60) days any allocation of Base Rent to the Property in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessor.

SUBLETTING. Notwithstanding anything 18.1 Tenant shall not directly or indirectly, permit the Premises to be occupied by anyone other than Tenant or sublet the Premises (collectively, "Sublease") or any portion thereof without Landlord's prior written consent in Section 9.1 above to the contrary, in the event each instance. 18.2 If Tenant desires at any time during to enter into a Sublease of the term Premises or any portion thereof, it shall first give written notice to Landlord of this Leaseits desire to do so, Lessee desires which notice shall contain (a) the name of the proposed subtenant or occupant, (b) the nature of the proposed subtenant's or occupant's business to sublet be carried on in the Premises, Lessee shall notify Lessor in writing not less than (c) the portion(s) of the Premises to be subject to Sublease and the square feet thereof and the other terms and provisions of the proposed Sublease including any sum(s) payable to Tenant an consideration for entering into the Sublease, and (d) such financial and other information as Landlord may reasonably request concerning the proposed subtenant or occupant. 18.3 At any time within sixty (60) days in advance after Landlord's receipt of the proposed sublease datenotice specified in Section 18.2 hereof, designating Landlord may by written notice to Tenant elect to (a) Sublease itself the identity portion of the prospective sublessee and Premises specified in Tenant's notice or any portion thereof, (b) terminate this Lease as to the terms portion of the proposed sublease. Lessor shall be allowed thirty Premises that is specified in Tenant's notice or any portion thereof, with a proportionate abatement in the Annual Base Rental, (30c) LEASE – Instructureconsent to the Sublease, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which or (d) withhold consent to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount dueSublease. In the event Lessor approves Landlord elects to sublease from Tenant as described in subsection (a) above, the sublease identified subrent payable by Landlord to Tenant shall be the lower of that set forth in Lessee’s notice, all Tenant's notice or the Annual Base Rental payable by Tenant under this Lease at the time of the provisions Sublease (or a proportionate amount thereof representing the portion of Section 9.1 above respecting subletting shall continue the Premises subject to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 abovethe Sublease if less than the entire Premises is subject to the Sublease). In the event Lessor approves Landlord elects the option set forth in subsection (a) above with respect to a subleaseportion of the Premises, then (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the sublessee Premises and use of any common facilities, and (ii) Landlord shall have the right to use such portion of the Premises for any legal purpose in its sole discretion and the right to further sublease the portion of the Premises subject to Landlord's election without the consent of Tenant. If Landlord consents to the Sublease within said sixty (60) day period, Tenant may not subsequently sublease thereafter within ninety (90) days, enter into such Sublease of the Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Section 18.2 hereof; provided, that if any part thereof or assign its rights sum is payable to Tenant in consideration of Tenant's entering into such sublease, then Tenant shall pay such sum to Landlord prior to the execution of the Sublease. In addition, if any amounts are payable to Tenant as subrent under the sublease Sublease, Tenant shall pay to Landlord monthly during the term of such Sublease on account as Additional Rent the amount by which such monthly subrent exceeds the product of (i) the monthly Annual Base Rental then payable by Tenant under the Lease, and (ii) the fraction derived by dividing the square feet of the portion of the Premises subject to the Sublease by the Total Rentable Area of the Premises. 18.4 No consent by Landlord to any Sublease by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease, whether arising before or after the Sublease. The consent by Landlord to any Sublease shall not relieve Tenant from the obligation to obtain Landlord's express written consent to any other partyor subsequent Sublease. Lessee agrees Any Sublease that is not in compliance with this Article 18 shall be void and, at the option of Landlord, shall constitute a material default by Tenant under this Lease. The acceptance of Annual Base Rental or Additional Rent by Landlord from a proposed sublessee shall not constitute the consent to reimburse Lessor such Sublease by Landlord. 18.5 Each sublessee shall assume, as provided in this Section 18.5, all obligations of Tenant under this Lease and shall be and remain liable jointly and severally with Tenant for any reasonable direct costs incurred by Lessor the payment of Annual Base Rental and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the Term. No Sublease otherwise permitted hereunder shall be binding on Landlord unless the sublessee or Tenant shall deliver to Landlord within ten (10) days of execution a counterpart of the Sublease and an instrument in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves recordable form that contains a sublease, any rent paid covenant of assumption by the sublessee that is satisfactory in excess substance and form to Landlord, consistent with the requirements of this Section 18.5, but the failure or refusal of the amount that would otherwise be due and owing sublessee to execute such instrument of assumption shall not release or discharge the sublessee from Lessee its liability as set forth above. 18.6 Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of space in the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space on the Premises which provides for rental or other payment for such sublease space under use, occupancy or utilization based, in whole or in part, on the terms of this Leasenet income or profits derived by any person from the premises leased, used, occupied or utilized and any such excess amount purported lease, sublease, license, concession or other agreement shall be paid by Lessee to Lessorabsolutely void and ineffective an a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

SUBLETTING. Notwithstanding anything in Section 9.1 above Lessee shall have the right to sublet any part of the contraryPremises not used for gaming or gambling operations without Lessor's consent and not subject to Lessors' right of first refusal. Lessee may extend, in the event at renew or modify any time during such subLease, consent to any sub-subleasing (or further levels of subleasing), terminate any subLease, or evict any sublessee. The term of any subLease (including renewal options) shall not extend beyond the term of this LeaseLease (including only any renewal options previously exercised by the Lessee or that Lessee agrees, in the subLease, to exercise). If Lessee desires enters into any SubLease, then each SubLease shall be subordinate to sublet this Lease and shall contain provisions in form and substance substantially as follows, and each Sublessee by executing its SubLease shall be deemed to have agreed to the Premisesfollowing (the term "Sublessor" to be defined in the SubLease to refer to Lessee as Sublessor under the SubLease): Sublessee agrees that if, Lessee shall notify Lessor by reason of a default under any underlying Lease (including an underlying Lease through which Sublessor derives its Leasehold estate in writing not less than sixty (60) days the demised subpremises), such underlying Lease and the Leasehold Estate of Sublessor in advance the demised subpremises is terminated, then Sublessee, at the option and request of the proposed sublease date, designating the identity then fee owner of the prospective sublessee demised subpremises (the "Fee Lessor"), shall attorn to such Fee Lessor and shall recognize such Fee Lessor as Sublessee's direct lessor under this SubLease. Sublessee agrees to execute and deliver, at any time and from time to time, upon the terms request of Sublessor or of the proposed subleaseFee Lessor or any mortgagee of either, any instrument that may be necessary or appropriate to evidence such attornment. Sublessee hereby appoints Sublessor or such Fee Lessor shall be allowed thirty (30) LEASE – Instructureor such mortgagee the attorney-in-fact, Inc. OLD MILL BUILDING IVirrevocably, LLC days after receipt with full power of Lessee’s notice within which substitution, of Sublessee to approve execute and deliver any such instrument for and on behalf of the proposed subleaseSublessee. Lessor reserves This appointment is coupled with an interest and is irrevocable. Sublessee waives any statute or rule of law now or subsequently in effect that may give or purport to give Sublessee any right to elect to terminate this SubLease or to surrender possession of the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In demised subpremises in the event that any proceeding is brought by a Fee Lessor approves the sublease identified to terminate any such underlying Lease. Sublessee agrees that this SubLease shall not be affected in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver any way whatsoever by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessorproceeding.

SUBLETTING. Notwithstanding anything (1) Landlord hereby gives his consent to the subletting of the Leased Premises, wholly or in part, to a third party subject to the use agreed under SECTION 2 hereof, provided that the sub-letting does not infringe Landlord's contractual obligations as detailed in Section 9.1 above 2 Section (4) with respect to Citibank AG and Boston Consulting Group OHG. Tenant will have to submit to the contraryLandlord the sublease in advance. Landlord may revoke his general consent pursuant to the first sentence for good cause only. Inter alia, it shall be considered a good cause in the event at that the sub-tenant is a company with respect to which Landlord has granted another tenant of the Property protection against competitors prior to gaining knowledge of said sub-lease agreement and provided that he revokes his consent within a period of 4 weeks from receipt of the sub-lease agreement with reference to his obligation to grant protection against competitors. In these cases, any time during revoke by Landlord of his afore-mentioned consent shall not give Tenant the term right to terminate the Lease. (2) Both in case of this a sublease or other form of transfer permitting the use of the Leased Premises which has been approved by Landlord and in case of a sublease or other form of transfer permitting the use of the Leased Premises but which has not been approved by Landlord, Tenant, by signing the Lease, Lessee desires assigns to sublet Landlord its claims against a sub-tenant along with any liens in order to secure any claims of Landlord, and Landlord accepts such assignment. If the rent realised by Tenant under a sublease exceeds the rent agreed upon in SECTION 5 hereof, then Tenant will each month effect a subsequent payment to Landlord in the amount of 50 % (fifty per cent) of such additional sum. Non-binding translation (C)GAEDERTZ WORKING TRANSLATION (3) In case of a sublease or other arrangement permitting the use of the Leased Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall Tenant will be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor liable for any reasonable direct costs incurred by Lessor in connection with Lessee’s request acts or omissions of such subtenant or user, irrespective of own fault, as if imputable to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to LessorTenant itself.

SUBLETTING. Notwithstanding anything Developer shall be entitled, with the prior written ---------- consent of Landlord, to sublet the wits hole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwith- standing any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in Section 9.1 above 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the contrarysubtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the event at any time during term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i)) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, Lessee desires to sublet plus extension options; (ii) such subtenant agrees that in the Premisesevent this Lease expires, Lessee shall notify Lessor in writing not less than sixty (60) days in advance terminates or is cancelled during the term of the proposed sublease, the sublease date, designating the identity of the prospective sublessee shall be deemed a direct lease between Landlord and such subtenant and the terms of the proposed sublease. Lessor subtenant shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which attorn to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount dueLandlord. In the event Lessor that Landlord objects to any proposed nondisturbance agreement or sublease, Landlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "C". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Land- lord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sublease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as used in the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the sublease identified pursuant to a provision in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease similar to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms subsection 4.8 of this Lease, such excess amount and that the term " sublessee" under the nondisturbance agreement shall be paid deemed to include any encumbrancer or other party succeeding to the sublessee under the Ground Sublease by Lessee virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to Lessorexecute a nondisturbance agreement for the benefit of the sublessee under any Ground Sublease, such agreement shall be subject to the obligations of the sublessee thereunder being no less than the obligations of the Developer hereunder with respect to the subleased premises.

SUBLETTING. Notwithstanding anything For the purposes of this Paragraph, a lease (other than the Lease) that is from time to time in Section 9.1 above effect for space in the Building (as such other lease * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. may have been, or may hereafter be, amended) is herein referred to as an “Other Lease.” If under an Other Lease it would be reasonable for Landlord to withhold its consent to a proposed subletting or sub-subletting to Tenant of the contraryspace (or portion thereof) covered by the Other Lease based on the fact that Tenant is a tenant in the Building, then, subject to all of the terms, covenants and conditions of the Other Lease, and subject to all of Landlord’s rights under the Other Lease, Landlord agrees not to withhold its consent to one (1) or more proposed sublettings (or sub-sublettings) to Tenant, as subtenant (or sub-subtenant), of a portion of space in the Building covered by the Other Lease based solely on the fact that Tenant is a tenant in the Building, provided that, and only if (i) if there is more than one (1) proposed sublettings (or sub-sublettings) all of the proposed sublettings (or sub-sublettings) are from the same tenant (or subtenant) and all of the proposed sublettings (or sub-sublettings) are for portions of the Building covered by the same Other Lease (and, in the event at case of a sub-sublease to Tenant as sub-subtenant, are covered by the same sublease), (ii) the portions of the Building in question do not exceed 25,000 Rentable Square Feet, in the aggregate, inclusive of all portions of the Building in respect of which Tenant may sublease (or sub-sublease) pursuant to any time during expansion rights or options set forth in the term sublease (or sub-sublease) or otherwise (including rights of this Leasefirst offer and rights of first refusal), Lessee desires regardless of whether or not such rights or options are exercised, and (iii) on the date that Landlord receives the request for its consent to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed (or sub-sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the in full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of compliance with the provisions of Section 9.1 above respecting subletting shall continue to be the Other Lease in question (A) the Lease is in full force and effect; and nothing contained , (B) the Tenant under the Lease is Switch & Data/NY Facilities Company LLC, (C) Tenant is not in this Section 9.3 shall be construed as a waiver by Lessor default of any of the terms, covenants or conditions in the Lease on Tenant’s part to observe, perform or comply with, (D) Tenant occupies the entire Premises for its own behalf and is conducting its business therein, and (E) there are at least five (5) years remaining in the term of the Lease. Notwithstanding the foregoing, and notwithstanding any provision contained in the Other Lease in question which may be to the contrary, (1) Landlord shall have no obligation under any circumstances to enter into a non-disturbance agreement with Tenant as subtenant (or sub-subtenant) or otherwise to recognize Tenant as a direct tenant of the space covered by the sublease (or sub-sublease) upon the expiration of the term of the Other Lease or otherwise, and the granting of any consent to the sublease (or sub-subtenant) in question may, in Landlord’s sole discretion, be conditioned upon the tenant under the Other Lease and Tenant waiving any such obligation, and (2) under no circumstances shall Tenant assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease), and the granting of any consent to the sublease (or sub-sublease) in question may, in Landlord’s sole discretion, be conditioned upon Tenant waiving any right to, and agreeing not to, assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease). All of Landlord’s obligations and Tenant’s rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount Paragraph shall be paid of no further force or effect from and after the date that Landlord consents to the subletting or sub-subletting of any space in the Building by Lessee to LessorTenant as the subtenant or sub-subtenant, or Tenant first sublets (or sub-sublets) any space in the Building from another tenant or subtenant in the Building.

SUBLETTING. Notwithstanding anything (a) Tenant shall not enter into any Sublease except in Section 9.1 above accordance with this Section. Subject to the contrary, in the event at any time during the term other terms and conditions of this Lease, Lessee Tenant shall have the right to enter into Subleases at any time and from time-to-time during the Lease Term with such Eligible Subtenants and upon such commercially reasonable terms and conditions consistent with Building Standards, as Tenant shall deem fit and proper. Any proposed Sublease to an Affiliate of Tenant must be at fair market rent and consistent with the terms, conditions, covenants and limitations of this Lease. Tenant shall notify Landlord if it desires to sublet enter into any Sublease the Premises, Lessee shall notify Lessor in writing not less than sixty term of which would potentially extend beyond the Expiration Date (60) days in advance whether due to the length of the proposed sublease date, designating initial term or as such term may be renewed or extended by Subtenant in accordance with the identity of the prospective sublessee and the express terms of the proposed subleaseSublease) or earlier termination date, and Tenant shall refrain from entering into any such Sublease unless and until Landlord provides written approval thereof in its sole discretion or the Parties mutually agree to an arrangement and terms and conditions for Subleases having terms which extend beyond the Expiration Date or sooner termination of this Lease. Lessor Tenant shall not have any right to enter into a Sublease for the Public Facilities or the Public Facilities Parcel. (b) Tenant covenants that it will perform, observe, and use commercially reasonable efforts to cause Subtenants to perform and observe, the respective covenants, conditions and agreements required to be performed and observed under each Sublease. Xxxxxxxx agrees that, at the request of Tenant, Landlord and any Fee Mortgagee shall enter into an attornment and non- disturbance agreement with any Subtenants (“Attornment Agreement”), which shall be allowed thirty (30) LEASE – Instructurein form and substance reasonably acceptable to the parties thereto, Inc. OLD MILL BUILDING IVand shall provide, LLC days after receipt of Lessee’s notice within which among other things, that if this Lease terminates, the Subtenant shall attorn to approve the proposed sublease. Lessor reserves the prior right Landlord, and option Landlord shall attorn to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required Subtenant, and Subtenant shall agree to pay the previously agreed upon rents and all other charges provided for in the Sublease directly to Lessor under this Lease; providedLandlord and perform the obligations, however, should Lessee choose to sublease covenants and conditions specified in the Premises at a reduced rate, Lessee shall continue to pay to Lessor Sublease and Attornment Agreement during the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms remaining Sublease term notwithstanding termination of this Lease, such excess amount and, except as may otherwise be provided in the Attornment Agreements, Subtenant shall expressly release, discharge and acquit Landlord of any Liabilities of Tenant to Subtenant and waive any defense, affirmative defense, cause of action or right of Subtenant against Tenant relating to the period prior to the date of termination of this Lease. All Subleases for space at any Residential Building shall be paid on forms consistent with those made by Lessee other landlords of buildings meeting the Building Standards (e.g., rental abatements and concessions, other tenant inducements, etc.), which forms shall be provided to LessorLandlord upon request.

SUBLETTING. Notwithstanding anything in Section 9.1 above to Tenant shall have the contrary, in the event at any time during the term of this Lease, Lessee desires right to sublet all or any portion of the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance or allow occupancy of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease portion of the Premises, including but upon written notice to Landlord with a copy of such sublease, subject to Landlord’s prior written consent which consent shall not limited be unreasonably withheld or delayed; provided that (i) no sublease shall provide such sub-tenant or occupant with use or occupancy rights extending beyond the Term without the prior written consent and approval of Landlord and (ii) each such sublease shall contain a provision stating that any claim to reasonable attorneyor lien upon the subleased premises arising from any act or omission of the subtenant shall accrue only against the subleasehold estate of the subtenant and shall in all respects be subject and subordinate to the paramount interests and rights of Landlord and Tenant in and to the subleased premises. Tenant shall prohibit each subtenant from making any improvements or alterations to its subleased premises the hard cost of which exceeds $50,000 (which shall escalate at the greater of 2% or CPI on each anniversary of the Effective Date), without Landlord’s feesapproval, which approval shall require, among other things, that any such improvements or alterations be performed in accordance with all Legal Requirements. To Notwithstanding the foregoing, and except to the extent Lessor approves a subleaseset forth in Section 12.4 or in the SNDA, no subletting of all or any rent paid by the sublessee that is in excess portion of the amount Premises shall relieve Tenant from liability hereunder, it being the understanding and agreement of the parties that would otherwise be due and owing from Lessee Tenant shall remain primarily liable hereunder for such sublease space under the terms Term of this the Lease, such excess amount shall be paid by Lessee to Lessor.as a principal and not as a surety or guarantor.‌

SUBLETTING. Notwithstanding anything in Section 9.1 above The identity and financial position of the Tenant is a material consideration of Landlord entering into this Lease. Tenant shall not, directly or indirectly, assign or sublet under this Lease or any part thereof, nor permit all or any part of the Premises to be used or occupied by another, without first obtaining the contrarywritten consent of Landlord, in which consent shall be at the event at any time during the term sole discretion of Landlord. Any mortgage, pledge or assignment of this Lease, Lessee desires or if Tenant is a corporation, any transfer of this Lease from Tenant, or through any change in the ownership of or power to sublet vote the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance majority of the proposed sublease dateoutstanding voting stock of Tenant, designating shall constitute an assignment for the identity purposes of the prospective sublessee and the terms of the proposed subleasethis Section. Lessor Any assignment or subletting made without such Landlord's consent, shall be allowed thirty (30) LEASE – Instructurevoidable by Landlord. Any consent by Landlord, Inc. OLD MILL BUILDING IVunless specifically stated therein, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor shall not relieve Tenant from its obligations under this Lease; provided. To be effective, howeverany assignment or sublease must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other person shall neither be deemed to be a waiver of any of the provisions of this Lease nor be deemed to be a consent to the assignment of this Lease or subletting of the Premises. If Landlord shall consent to any assignment or subletting, the assignee/subtenant shall assume all obligations of Tenant hereunder and neither Tenant nor any assignee/subtenant shall be relieved of any liability hereunder if there should Lessee choose to sublease be an Event of Default by assignee/subtenant in the Premises at a reduced rateperformance of any of the terms, Lessee shall continue to pay to Lessor the full amount duecovenants and conditions hereof. In the event Lessor approves Tenant shall request the sublease identified in Lessee’s notice, all consent of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease Landlord to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms assignment or subletting of this Lease, Tenant shall pay, as Additional Rent, all of Landlord's reasonable attorneys' fees, administrative costs, and processing costs incurred by Landlord in connection therewith irregardless of whether or not Landlord consents to any such excess amount shall be paid by Lessee to Lessorassignment or subletting.

SUBLETTING. Notwithstanding anything in Section 9.1 above (a) Tenant shall not have the right to assign this Sublease Agreement or to sublet the contrarywhole or a portion of the Leased Space, in whether voluntarily or by operation of law, or permit the use or occupancy of any of the Leased Space by anyone other than the Tenant or the Lessor's Landlord, without the prior written consents of Lessor and of Lessor's Landlord (which consent shall not be unreasonably withheld) and such restrictions shall be binding upon any assignee or subtenant to which Lessor and Lessor's Landlord have consented. In determining whether to grant such consents to Tenant, Lessor and Lessor's Landlord shall require that no such subtenant of Tenant shall be a direct or indirect competitor of Lessor or of Lessor's Landlord or otherwise be of an unsuitable or objectionable nature. Tenant shall be entitled to retain any premium over the Rental hereunder which it receives under any such sublease. In the event at any time during the term of this Lease, Lessee Tenant desires to sublet the PremisesLeased Space, Lessee or any portion thereof, or assign this Sublease Agreement, Tenant shall notify give notice thereof to Lessor in writing not less than and Lessor's Landlord within sixty (60) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, a detailed statement of the terms of any such sublease and copies of financial reports and other relevant financial information as to the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Sublease Agreement. Upon the occurrence of an "event of default" (as hereinafter defined), if the Leased Space or any part thereof is then assigned or sublet, Lessor, in advance addition to any other remedies herein provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Lessor from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. (b) In addition to, but not in limitation of, Lessor's Landlord's and Lessor's right to approve any subtenant or assignee, in the event that Tenant desires to sublet the Leased Space, or any portion thereof, or assign this Sublease Agreement, Tenant shall give written notice thereof to Lessor and Lessor's Landlord, and Lessor's Landlord and Lessor shall have the right and option, in its sole discretion, to terminate this Sublease Agreement, or in the case of an actual or proposed subletting or assignment of less than the entire Leased Space, to recapture the portion of the Leased Space sublet, as of the date the proposed subletting or assignment is to be effective. The option shall be exercised, if at all, by Lessor or Lessor's Landlord giving Tenant written notice thereof within sixty (60) days following Lessor's receipt of Tenant's written notice as provided above. If this Sublease Agreement shall be terminated with respect to the entire Leased Space pursuant to this paragraph, the term of this Sublease Agreement shall end on the date stated in Tenant's notice as the effective date of the proposed sublease dateor assignment, designating as if that date had been originally fixed in this Sublease Agreement for the identity expiration of the prospective sublessee term hereof. If Lessor recaptures under this paragraph only a portion of the Leased Space, the Rental during the unexpired term shall xxxxx proportionately based on the rent contained in this Sublease Agreement as of the date immediately prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge and pay in full all expenses of such proposed or actual sublease or assignment (including legal and brokerage fees and the terms cost of preparing the proposed subleaseLeased Space therefor). If Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and or Lessor's Landlord does not exercise its option to require recapture the Lessee Leased Space under this paragraph, then Tenant shall have the right to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; providedLeased Space, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof portion thereof, or assign its rights under the sublease this Sublease Agreement, subject to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to LessorSection 9(a) above.

SUBLETTING. Notwithstanding anything The Club shall not sublease portions of the Leased Premises, nor permit other Persons to occupy or conduct business in Section 9.1 above portions of the Leased Premises, except as expressly permitted by this Agreement or with the prior written consent of the PFD. The Club shall not sublease the entire Leased Premises, or such material portion thereof as would transfer substantial control and possession of the Ballpark, without the prior written consent of the PFD, which consent may be withheld at the sole discretion of the PFD. In addition to other provisions of this Agreement which allow the contrary, Club to sublease or permit other Persons to occupy or conduct business in the event at any time during Ballpark, the term of this LeaseClub may, Lessee desires to sublet without the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance consent of the proposed sublease datePFD, designating (a) sublet or permit other Persons to occupy or conduct business in the identity Ballpark for the purposes of operating retail outlets and restaurants, (b) sell or grant licenses, subleases or similar interests in the prospective sublessee ordinary course of business to concessionaires, vendors, advertisers, users and the terms of the proposed sublease. Lessor shall be allowed thirty others, and (30c) LEASE – Instructuresell licenses and similar interests in reserved seats, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right club seats and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Leasesuites; provided, however, should Lessee choose that the term of any such subleases, licenses and other interests shall, except as otherwise provided in a Sublessee Nondisturbance Agreement delivered pursuant to sublease the Premises at following paragraph, automatically terminate upon termination of this Agreement. The Club specifically agrees that any such sublease, license or other interest which could reasonably give rise to an expectancy of long-term rights (generally, but not necessarily limited to interests with a reduced rateterm of longer than one year), Lessee shall continue include explicit provision for such automatic termination. Within thirty (30) days after written request from the Club, the PFD shall enter into an agreement (each, a "Sublessee Nondisturbance Agreement") with any Direct Access Retailer to pay to Lessor whom the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all Club subleases any portion of the Leased Premises, provided that the term of such sublease does not extend beyond the Term. The Sublessee Nondisturbance Agreement shall include any reasonable provisions required by the sublessee, subject to the reasonable approval of Section 9.1 above respecting subletting the PFD, but in any event a Sublessee Nondisturbance Agreement shall continue to be (i) reaffirm the PFD's ownership of the Leased Premises, (ii) confirm that this Agreement is in full force and effect; , without any defaults (or, if one or more defaults exist, specifying such defaults), and nothing contained in this Section 9.3 (iii) provide that so long as the sublessee complies with all of the terms and conditions of its sublease, and the sublessee attorns to the PFD, the PFD shall be construed not join the sublessee as a waiver by Lessor of party in any of its action or proceeding to enforce or terminate this Agreement or otherwise interfere with the sublessee's rights under Section 9.1 above. In the event Lessor approves a its sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessor.

SUBLETTING. Notwithstanding anything (a) Except as provided in: (i) clause 3.2, the Lessee must not sublease, or grant a licence in Section 9.1 above to the contraryrespect of, its interest in the event at Extension Infrastructure or any time during part of it; and (ii) clause 15.3(b), the term Sublessee must not sublease, or grant a licence in respect of, its interest in the Extension Infrastructure or any part of this Leaseit. (b) Subject to clauses 15.3(c) and 15.3(d), Lessee desires the Sublessee may sublease, or grant a licence in respect of, its interest in the Extension Infrastructure or any part of it to sublet a person (the Premises, Lessee shall notify Lessor in writing not less than sixty Sub-sublessee) if: (60i) days in advance the use of the proposed Extension Infrastructure or that part of it (as the case may be) which is permitted under the sublease dateor licence is consistent with the Permitted Use; (ii) the Sub-sublessee has, designating or will obtain immediately following the identity granting of such sublease or licence, all Authorisations necessary for the Sub-sublessee to use the Extension Infrastructure or that part of it for the use which is permitted under the sublease or licence or otherwise has, or will have immediately following the granting of such sublease or licence, the benefit of such Authorisations where they are held by another person; (iii) except in the case of a Permitted Sublicense, the sublease or licence prohibits the Sub-sublessee from: (A) creating or allowing to subsist a Security Interest (other than a Permitted Lien) over any of the prospective sublessee and Sub-sublessee's rights under the terms sublease or licence or over any of the proposed sublease. Lessor shall be allowed thirty Sub- sublessee's right, title or interest in the Extension Infrastructure or any part of it; (30B) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of assigning or transferring any of its rights and obligations under Section 9.1 above. In the event Lessor approves sublease or licence; or (C) sub-subleasing, or granting a subleasesublicence in respect of, its interest in the sublessee may not subsequently sublease the Premises Extension Infrastructure or any part thereof of it, without the prior written consent of the Lessor (such consent not to be unreasonably withheld or assign its delayed or given subject to unreasonable conditions); (iv) the sublease or licence is granted in accordance with all applicable Laws; (v) the sublease or licence expressly acknowledges the rights of the Lessor under this Agreement and that the rights of the Sub- sublessee under the sublease or licence are subject to and subordinate to the rights of the Lessor under this Agreement; and (vi) under the sublease or licence the Sub-sublessee covenants not to do anything or allow anything to be done which would cause a breach of this Agreement on the part of the Lessee or the Sublessee. (c) Despite any other party. Lessee agrees sublease or licence permitted or consented to reimburse by the Lessor for any reasonable direct costs incurred by under clause 15.3(b), as between the Lessor in connection and the Sublessee, the Sublessee continues to be bound to comply with Lessee’s request to sublease all its obligations under this Agreement. (d) The Sublessee must not, except with the PremisesLessor's prior written consent, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, or grant a licence in respect of, its interest in any rent paid by the sublessee that is in excess part of the amount Extension Infrastructure to a person where that would otherwise be due and owing from Lessee for such person is or, if the sublease space under or licence is granted, that person will become, the terms holder of this Lease, such excess amount shall be paid by Lessee to Lessora Major Authorisation in respect of that part of the Extension Infrastructure in circumstances where another person holds at the same time a Major Authorisation in respect of that part of the Extension Infrastructure.

SUBLETTING. Notwithstanding anything in Section 9.1 above (a) The Lessee may from time to time, sublease the contraryProperty or any portion thereof to any Person and extend, in modify or renew any sublease without the event at any time during the term approval of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this LeaseLessor; provided, however, should Lessee choose that: (i) no sublease or other relinquishment of possession of the Property shall in any way discharge or diminish any of the Lessee’s obligations to sublease the Premises at a reduced rateLessor hereunder, and the Lessee shall continue remain directly and primarily liable under this Amended and Restated Master Lease as to pay the Property, or portion thereof, so sublet and (ii) each sublease to an Affiliate of the Lessee shall be made subject and subordinate to this Amended and Restated Master Lease and to the rights of the Lessor the full amount due. In hereunder. (b) Lessor hereby agrees, that, in the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions early termination of Section 9.1 above respecting subletting shall continue to be this Amended and Restated Master Lease from any cause whatsoever, and while any sublease is in full force and effect, such termination of this Amended and Restated Master Lease shall not act as a merger or other termination of such sublease, and Lessee’s interest as sublessor in such sublease shall be deemed automatically assigned, transferred, and conveyed to Lessor; and, from and after such termination, Lessor shall be bound by the provisions of the sublease then in full force and effect on the part of the Lessee, as sublessor; and nothing contained in this Section 9.3 that the sublessee shall be construed as a waiver deemed thereupon and without further act to have attorned to Lessor. It is the intention hereof to provide that the termination of this Lease while such sublease is in full force and effect shall not, in any way, by Lessor reason thereof, terminate such sublease or affect the rights of such sublessee. The foregoing is subject to the right of Lessee (or Lessor, if this Amended and Restated Master Lease has terminated) to terminate any of its sublease which is in default (notice thereof, if any required, having been given and the time for curing such default having expired) and any other rights under Section 9.1 above. In the event Lessor approves a and remedies reserved to Lessee in such sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to and any other party. Lessee agrees rights and remedies afforded to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess lessor of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessorreal property against a defaulting lessee.

SUBLETTING. Notwithstanding anything (a) Lessee shall not sublet any or all of the Property without the prior written consent of Lessor, which may not be un reasonably withheld, conditioned or delayed, withheld, and any such purported subletting without such consent shall be void; provided, however, that Lessee may, without Lessor's consent, sublet up to 20% of the Property for mechanical or manufacturing related purposes or other uses in furtherance of the Permitted Facility (each such sublease described in this Section 9.1 above 14.04, individually, a "Sublease" and collectively, "Subleases", and each subtenant thereunder, individually a "Subtenant" and collectively, "Subtenants") so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the contrarySublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) unless otherwise mutually agreed upon by Lessor and the related Subtenant, the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof), provided that the related Subtenant agrees to attorn to Lessor if Lessor elects to assume the Sublease following a termination of this Lease; and (v) Lessee shall at all times remain liable under this Lease irrespective of any Sublease. (b) Lessee covenants and agrees that (i) Lessee shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the event at terms thereof; (ii) Lessee shall not assign all or part of any time during Sublease without the term prior written consent of Lessor; (iii) Lessee shall promptly provide Lessor with any notice of default received from Lessee by any Subtenant or any notice of default sent by Lessee to any Subtenant; (iv) Lessee shall furnish Lessor with any and all information requested by Lessor reasonably necessary for a determination of the status of any Sublease; and (v) Lessee shall provide Lessor with copies of any and all Subleases and/or amendments to Subleases within five (5) Business Days of execution thereof. (c) As security for the payment and performance by Lessee of its obligations under this Lease, Lessee desires hereby assigns, transfers, sets over and grants to sublet Lessor, a security interest in any and all of Lessee's right, title and interest, powers, privileges and other benefits as landlord under each Sublease, including, without limitation: (a) rent and proceeds thereof; (b) the Premisesright to enter upon, take possession of and use any and all property subleased or granted by Lessee under the applicable Sublease; (c) the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the happening of any default giving rise to a right in favor of Lessee under the applicable Sublease; and (d) the right to do any and all other things whatsoever which Lessee is or may become entitled to do under the applicable Sublease. Upon the occurrence of and during the continuance of an Event of Default hereunder, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease dateagrees that, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent option of Lessor and in addition to such other rights and remedies as Lessee is required to pay may be afforded to Lessor under this Lease; provided, howeverLessor shall have the right, should Lessee choose without giving notice to sublease or obtaining the Premises at a reduced rateconsent of Lessee, to exercise, enforce or avail itself of any of the rights, powers, privileges, authorizations or benefits assigned and transferred to Lessor pursuant to this Section 14.04(c), including, without limitation, the right to collect all amounts due under any Sublease. From and after the occurrence of an Event of Default, Lessee does hereby irrevocably appoint Lessor as Lessee's true and lawful attorney, with full power (in the name of Lessee or otherwise) to ask, require, demand, receive and give acquittance for every payment under or arising out of any Sublease to which Lessee is or may become entitled. Lessee declares that this appointment is coupled with an interest and shall continue be irrevocable by Lessee. Lessee further agrees to pay execute any and all other instruments deemed reasonably necessary by Lessor to Lessor further the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all intent of the provisions of Section 9.1 above respecting subletting shall continue foregoing assignment and to be vest Lessor in full force and effect; and nothing each Sublease. Notwithstanding any provision contained in this Section 9.3 14.04(c), (i) Lessor shall not be construed as a waiver obligated to perform or discharge any obligation, duty or liability under any Sublease by reason of the foregoing assignment; and (ii) Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a subleaseshall not be liable or responsible for, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. and Lessee agrees to reimburse indemnify and hold Lessor for harmless from and against any reasonable direct costs incurred by liability, loss, cost or damage, claim or demand against Lessor in connection with Lessee’s request arising, directly or indirectly, from or related to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to LessorSublease.

SUBLETTING. Notwithstanding anything in Section 9.1 above 3.22.1 The Tenant may not sublet the whole of the Premises without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed) and subject to the contraryprovisions of subclauses 3.22.2, 3.22.3, 3.22.4, and 3.22.5 of this clause. 3.22.2 The Tenant shall not sublet the Premises or agree to sublet the Premises otherwise than at the higher of: (i) the best rent then reasonably obtainable with vacant possession on the open market without fine or premium; and (ii) the Rent reserved under this Lease immediately prior to such subletting and every permitted underlease (whether mediate or immediate) of the whole of the Premises shall (so far as applicable): (a) contain covenants by the subtenant in the event same form as those contained in clauses 3.20, 3.21 and 3.22; (b) be for a contractual term shorter than the Term; (c) include such covenants of the underlessee as are not inconsistent with or impair the due performance and observance of the covenants of the Tenant in this Lease. 3.22.3 Before or at the same time as any time underletting of the whole of the Premises shall be effected the proposed subtenant shall enter into direct covenants with the Landlord in such form as the Landlord shall require to observe and perform all the covenants and agreements on the part of the Tenant and the stipulations and conditions contained in this Lease (other than the payment of the Rent) during the term of the underlease. 3.22.4 Subject and without prejudice to the other provisions of this Lease, Lessee desires to sublet the Premises, Lessee clause there shall notify Lessor in writing not less than sixty (60) days in advance be no underletting of the proposed sublease date, designating the identity whole of the prospective sublessee and Premises without the terms prior written consent of the proposed sublease. Lessor shall Landlord such consent not to be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to unreasonably withheld or delayed. 3.22.5 Any sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all must be validly contracted out of the security of tenure provisions of Section 9.1 above respecting subletting shall continue the Landlord and Xxxxxx Xxx 0000 and copies of the relevant notice and statutory declaration must be provided to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor the Landlord prior to the completion of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessor.

SUBLETTING. Notwithstanding anything (a) The Tenant shall not sublet part (as distinct from the whole) of the Premises. (b) The Tenant may sublet the whole of the Premises with the Landlord's Consent (which shall not be unreasonably withheld or delayed and shall be contained in Section 9.1 above to a formal licence) if: (i) the contrary, Subtenant has covenanted by deed with the Landlord in such form as the event at any time Landlord requires acting reasonably that during the term of this Leasethe sublease the Subtenant and its successors in title will comply with the lessee's obligations in the sublease and the Tenant's Covenants except the covenant to pay the Rent; and (ii) (if the Subtenant is a corporate body and the Landlord so requires acting reasonably) the Subtenant has procured a covenant by deed with the Landlord, Lessee desires by two individuals or a company acceptable to the Landlord (acting reasonably), to act as surety for the Subtenant as set out in Schedule 7. (c) The Tenant shall not sublet the Premiseswhole of the Premises except by way of a sublease which: (i) is granted without any fine or premium; (ii) reserves a yearly rent, Lessee shall notify Lessor in writing not less than sixty (60) days payable in advance on the usual quarter days, at least as high as the best rent which the Tenant ought reasonably to obtain in the open market or the Rent then payable under this Lease whichever is higher on the grant of such sublease and provides for the review of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor yearly rent at the same times and on the same basis as in this Lease; (iii) requires the Subtenant to obtain the Landlord's Consent (which shall not be unreasonably withheld or delayed) to an assignment of the premises comprised in the sublease and requires the assignee on any such assignment to enter into direct covenants with the Landlord to the same effect as those in Clause 3.14.5(b)(i); and (iv) is in the same form as this Lease (except as to Rent and any amendments approved by the Landlord, such approval not to be unreasonably withheld or delayed, but including provisions enabling the Tenant to obtain vacant possession on or before the date of any determination of this Lease) except that further subletting shall be prohibited; and (v) contains an agreement validly excluding in relation to the tenancy created by such sublease the provisions of sections 24-28 of the 1954 Act; (d) The Tenant shall: (i) enforce and shall not waive or vary the provisions of a sublease (including the dates on which the rent installments are payable or paid) and in particular shall not enter into any collateral deed or side letter varying, or relieving the Subtenant from, any obligation in the sublease, or reduce, waive, commute, set-off or otherwise vary, whether directly or indirectly, the rents reserved by the sublease (except in accordance with the sublease's rent review provisions); (ii) operate at the relevant times the rent review provisions contained in every sublease, but shall not agree a reviewed rent without the Landlord's Consent (and, if the rent review is determined by a surveyor pursuant to the review provisions of the sublease, to procure that the Landlord's representations as Lessee is required to pay the rent payable are made to Lessor under such surveyor); and (iii) (if the Tenant exercises its option to determine this Lease in accordance with Clause 8.16) forthwith exercise its option to determine each sublease and obtain vacant possession of the Premises on or before the date of determination of this Lease; provided, however, should Lessee choose and (iv) upon the termination of any sublease (however it occurs) not accept any rent from any subtenant or permit it to sublease hold over or acknowledge any tenancy but forthwith take all necessary steps at the Premises at a reduced rate, Lessee shall continue Tenant's expense to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all secure possession of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessorsublet premises.

SUBLETTING. Notwithstanding anything (a) Tenant shall not enter into any Sublease except in accordance with this Section 9.1 above 6.1. Subject to the contrary, in the event at any time during the term other terms and conditions of this Lease, Lessee Tenant shall have the right to enter into Subleases at any time and from time-to-time during the Lease Term with such Eligible Subtenants and upon such commercially reasonable terms and conditions consistent with Building Standards, as Tenant shall deem fit and proper. Any proposed Sublease to an Affiliate of Tenant must be at fair market rent and consistent with the terms, conditions, covenants and limitations of this Lease. Tenant shall notify Landlord if it desires to sublet enter into any Sublease the Premises, Lessee shall notify Lessor in writing not less than sixty term of which would potentially extend beyond the Expiration Date (60) days in advance whether due to the length of the proposed sublease date, designating initial term or as such term may be renewed or extended by Subtenant in accordance with the identity of the prospective sublessee and the express terms of the proposed subleaseSublease) or earlier termination date, and Tenant shall refrain from entering into any such Sublease unless and until Landlord provides written approval thereof in its sole discretion or the Parties mutually agree to an arrangement and terms and conditions for Subleases having terms which extend beyond the Expiration Date or sooner termination of this Lease. (b) Tenant covenants that it will perform, observe, and use commercially reasonable efforts to cause Subtenants to perform and observe, the respective covenants, conditions and agreements required to be performed and observed under each Sublease. Lessor Landlord agrees that, at the request of Tenant, Landlord and any Fee Mortgagee shall enter into an attornment and non- disturbance agreement with any Subtenants (“Attornment Agreement”), which shall be allowed thirty (30) LEASE – Instructurein form and substance reasonably acceptable to the parties thereto, Inc. OLD MILL BUILDING IVand shall provide, LLC days after receipt of Lessee’s notice within which among other things, that if this Lease terminates, the Subtenant shall attorn to approve the proposed sublease. Lessor reserves the prior right Landlord, and option Landlord shall attorn to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required Subtenant, and Subtenant shall agree to pay the previously agreed upon rents and all other charges provided for in the Sublease directly to Lessor under this Lease; providedLandlord and perform the obligations, however, should Lessee choose to sublease covenants and conditions specified in the Premises at a reduced rate, Lessee shall continue to pay to Lessor Sublease and Attornment Agreement during the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms remaining Sublease term notwithstanding termination of this Lease, such excess amount and, except as may otherwise be provided in the Attornment Agreements, Subtenant shall expressly release, discharge and acquit Landlord of any Liabilities of Tenant to Subtenant and waive any defense, affirmative defense, cause of action or right of Subtenant against Tenant relating to the period prior to the date of termination of this Lease. All Subleases for space at any Residential Building shall be paid on forms consistent with those made by Lessee other landlords of buildings meeting the Building Standards (e.g., rental abatements and concessions, other tenant inducements, etc.), which forms shall be provided to LessorLandlord upon request.

SUBLETTING. Notwithstanding anything For the purposes of this Paragraph, a lease (other than the Lease) that is from time to time in Section 9.1 above effect for space in the Building (as such other lease may have been, or may hereafter be, amended) is herein referred to as an “Other Lease.” If under an Other Lease it would be reasonable for Landlord to withhold its consent to a proposed subletting or sub-subletting to Tenant of the contraryspace (or portion thereof) covered by the Other Lease based on the fact that Tenant is a tenant in the Building, then, subject to all of the terms, covenants and conditions of the Other Lease, and subject to all of Landlord’s rights under the Other Lease, Landlord agrees not to withhold its consent to one (1) or more proposed sublettings (or sub-sublettings) to Tenant, as subtenant (or sub-subtenant), of a portion of space in the Building covered by the Other Lease based solely on the fact that Tenant is a tenant in the Building, provided that, and only if (i) if there is more than one (1) proposed sublettings (or sub-sublettings) all of the proposed sublettings (or sub-sublettings) are from the same tenant (or subtenant) and all of the proposed sublettings (or sub-sublettings) are for portions of the Building covered by the same Other Lease (and, in the event at case of a sub-sublease to Tenant as sub-subtenant, are covered by the same sublease), (ii) the portions of the Building in question do not exceed 25,000 Rentable Square Feet, in the aggregate, inclusive of all portions of the Building in respect of which Tenant may sublease (or sub-sublease) pursuant to any time during expansion rights or options set forth in the term sublease (or sub-sublease) or otherwise (including rights of this Leasefirst offer and rights of first refusal), Lessee desires regardless of whether or not such rights or options are exercised, and (iii) on the date that Landlord receives the request for its consent to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed (or sub-sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the in full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of compliance with the provisions of Section 9.1 above respecting subletting shall continue to be the Other Lease in question (A) the Lease is in full force and effect; and nothing contained , (B) the Tenant under the Lease is Switch & Data/NY Facilities Company LLC, (C) Tenant is not in this Section 9.3 shall be construed as a waiver by Lessor default of any of the terms, covenants or conditions in the Lease on Tenant’s part to observe, perform or comply with, (D) Tenant occupies the entire Premises for its own behalf and is conducting its business therein, and (E) there are at least five (5) years remaining in the term of the Lease. Notwithstanding the foregoing, and notwithstanding any provision contained in the Other Lease in question which may be to the contrary, (1) Landlord shall have no obligation under any circumstances to enter into a non-disturbance agreement with Tenant as subtenant (or sub-subtenant) or otherwise to recognize Tenant as a direct tenant of the space covered by the sublease (or sub-sublease) upon the expiration of the term of the Other Lease or otherwise, and the granting of any consent to the sublease (or sub-subtenant) in question may, in Landlord’s sole discretion, be conditioned upon the tenant under the Other Lease and Tenant waiving any such obligation, and (2) under no circumstances shall Tenant assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease), and the granting of any consent to the sublease (or sub-sublease) in question may, in Landlord’s sole discretion, be conditioned upon Tenant waiving any right to, and agreeing not to, assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease). All of Landlord’s obligations and Tenant’s rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount Paragraph shall be paid of no further force or effect from and after the date that Landlord consents to the subletting or sub-subletting of any space in the Building by Lessee to LessorTenant as the subtenant or sub-subtenant, or Tenant first sublets (or sub-sublets) any space in the Building from another tenant or subtenant in the Building.

SUBLETTING. Notwithstanding anything in Section 9.1 above (a) Tenant may at any time and from time to time enter into Subleases of Rentable Space without Landlord’s consent; provided that the use of leased space is not a Prohibited Use. (b) Xxxxxx agrees for the benefit of Landlord that each Sublease shall stipulate that: (i) it is subject and subordinate to the contrary, terms and provisions of this Lease; (ii) in the event of termination of this Lease for any reason, including, without limitation, a voluntary surrender by Xxxxxx, or in the event of any reentry or repossession of the Property by Landlord, Landlord may, at its option but with no obligation, take over all the right, title, and interest of Tenant, as sublessor, under such Sublease; (iii) when the Landlord opts to take over the Sublease as sublessor, the Subtenant shall attorn to Landlord; and (iv) Landlord shall not (1) be liable for any time during previous act or omission of Tenant under such Sublease, (2) be subject to any counterclaim, defense, or offset previously accrued in favor of the term Subtenant against Tenant, (3) be bound by any security or advance rental deposit made by such Subtenant that is not delivered or paid over to Landlord and with respect to which such Subtenant shall look solely to Tenant for refund or reimbursement, or (4) be obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the Subtenant shall execute and deliver to Landlord any instruments Landlord may request to evidence and confirm such attornment. (c) Xxxxxx agrees that each UT Sublease shall stipulate that: (i) it is subject and subordinate to the terms and provisions of this Lease; (ii) when the Landlord opts to take over a UT Sublease as sublessor, Lessee desires U.T. shall attorn to sublet Landlord; and (iii) Landlord shall not (1) be liable for any previous act or omission of Tenant under such UT Sublease, (2) be subject to any counterclaim, defense, or offset previously accrued in favor of U.T. against Tenant, (3) be bound by any security or advance rental deposit made by U.T. that is not delivered or paid over to Landlord and with respect to which U.T. shall look solely to Tenant for refund or reimbursement, or (4) be obligated to perform any work in the Premisessubleased space or to prepare it for occupancy, Lessee and in connection with such attornment, U.T. shall notify Lessor execute and deliver to Landlord any instruments Landlord may request to evidence and confirm such attornment, subject to the requirements and limitations of applicable laws and regulations. (d) Tenant shall provide a copy to Landlord of any direct Sublease from Tenant to a Subtenant (but expressly excluding any Subleases, whether direct or indirect, to End Users who are not the named Subtenant) to Landlord. (e) If Tenant is not in writing not less than sixty (60) days in advance default of the proposed sublease datethis Lease beyond any applicable notice and cure period, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed Landlord shall, within thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after of receipt of Lessee’s notice within which written request, provide a non-disturbance and attornment agreement (a “Recognition Agreement”) to approve Subtenants and End Users in the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent form attached hereto as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises Exhibit G or any part thereof or assign its rights under the sublease to any such other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessormutually agreeable form.

SUBLETTING. Notwithstanding anything (a) The Lessee may not assign this Lease hereunder ---------- in Section 9.1 above whole or in part. The Lessee from time to time, may sublease the contraryProperty or any portion thereof to any Person and extend, in modify or renew any sublease without the event at any time during approval of Lessor, the term of this Lease, Lessee desires to sublet Agent or the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this LeaseLenders; provided, however, should Lessee choose that (i) no sublease or other relinquishment of possession of all or any portion of the Property shall in any way discharge or diminish any of the Lessee's obligations to sublease the Premises at a reduced rateLessor hereunder, and the Lessee shall continue remain directly and primarily liable under this Lease as to pay the Property, or portion thereof, so sublet and (ii) each sublease to an Affiliate of the Lessee shall be made subject and subordinate to this Lease and the rights of the Lessor the full amount due. In hereunder. (b) Lessor hereby agrees, that, in the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions early termination of Section 9.1 above respecting subletting shall continue to be this Lease from any cause whatsoever, and while any sublease is in full force and effect, such termination of this Lease shall not act as a merger or other termination of such sublease, and Lessee's interest as sublessor in such sublease shall be deemed automatically assigned, transferred, and conveyed to Lessor; and, from and after such termination, Lessor shall be bound by the provisions of the sublease then in full force and effect on the part of the Lessee, as sublessor; and nothing contained in this Section 9.3 that the sublessee shall be construed as a waiver deemed thereupon and without further act to have attorned to Lessor. It is the intention hereof to provide that the termination of this Lease while such sublease is in full force and effect shall not, in any way, by Lessor reason thereof, terminate such sublease or affect the rights of such sublessee. The foregoing is subject to the right of Lessee (or Lessor, if the Lease has terminated) to terminate any of its sublease which is in default (notice thereof, if any required, having been given and the time for curing such default having expired) and any other rights under Section 9.1 above. In the event Lessor approves a and remedies reserved to Lessee in such sublease, the sublessee may not subsequently right of Lessor to terminate any sublease made (i) with an Affiliate of Lessee, (ii) on terms less than fair market value for similar properties in the Premises San Jose, California metropolitan area at the inception of such sublease or any part thereof (iii) having an area of 7,500 square feet or assign its rights under the sublease to less, and any other party. Lessee agrees rights and remedies afforded to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess lessor of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessorreal property against a defaulting lessee.

SUBLETTING. Notwithstanding anything (a) The Tenant shall not sublet part (as distinct from the whole) of the Premises unless it is a Permitted Part. (b) The Tenant may sublet the whole of the Premises or a Permitted Part with the Landlord’s Consent (such consent not to be unreasonably withheld or delayed) if: (i) the Subtenant has covenanted by deed with the Landlord, in Section 9.1 above such form as the Landlord requires, that the Subtenant will comply with the Tenant’s Covenants (except the covenant to pay the Rent) and the lessee’s covenants (as defined in section 28(1) of the 0000 Xxx) in the sublease from the date the sublease is granted until the Subtenant is released from those covenants by virtue of section 5 of the 1995 Act; (ii) the Subtenant (if the Landlord so reasonably requires) has procured that two individuals who are acceptable to the contraryLandlord (acting reasonably) or a company which is a Qualifying Person, covenants by deed with the Landlord, as guarantor for the Subtenant as set out in Schedule 2; (iii) the event at any time during subletting is by way of a Permitted Sublease; (iv) before the term Sublease is completed, or, if earlier, before the Subtenant becomes contractually bound to take the sublease, the sublease is validly excluded from the operation of this Lease, Lessee desires sections 24 to 28 (inclusive) of the 1954 Act in accordance with the provisions of section 38A of the 1954 Act and the relevant Schedules of the 2003 Order; (v) the Tenant has produced to the Landlord adequate evidence of such valid exclusion as referred to in Clause 3.16.5(b)(iv) (Subletting); and (vi) there is no material change in circumstances between the date of the Tenant’s written application for consent to sublet to the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance Subtenant and the date of the proposed Sublease which would enable the Landlord to withhold its consent if a fresh application were then made. (c) The Tenant shall: (i) enforce and shall not waive or vary the provisions of a sublease; (ii) not enter into any collateral deed, side letter or other arrangement varying, or relieving the Subtenant from any obligation in the sublease, or allowing any reduction in the rents reserved by the sublease; (iii) operate at the relevant times the rent review provisions contained in every sublease date, designating with due regard to the Landlord’s Interest and shall obtain the Landlord’s Consent (such consent not to be unreasonably withheld or delayed) before agreeing a reviewed rent; (iv) if the rent review under a sublease is to be determined by a surveyor pursuant to the review provisions of the sublease not to permit the nomination of or agree to the identity of the prospective sublessee surveyor without the Landlord’s Consent (such consent not to be unreasonably withheld or delayed) and shall procure that the terms Landlord’s reasonable representations as to the rent payable are made to such surveyor); and (v) (if the Tenant exercises its option to terminate this Lease in accordance with Clause 8.14 (Break clause)) immediately exercise its option to terminate each sublease and obtain vacant possession of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt Premises on or before the End of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under Term of this Lease; provided, however, should Lessee choose and (vi) upon the determination of any sublease (however it occurs) not accept any rent from any subtenant or permit it to sublease hold over or acknowledge any tenancy but immediately take all necessary steps at the Premises at a reduced rate, Lessee shall continue Tenant’s expense to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all secure possession of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessorsublet premises.

SUBLETTING. Notwithstanding anything Developer shall be entitled, with the prior written ---------- consent of Landlord, to sublet the whole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in Section 9.1 above 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the contrarysubtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the event at any time during term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, Lessee desires to sublet plus extension options; (ii) such subtenant agrees that in the Premisesevent this Lease expires, Lessee shall notify Lessor in writing not less than sixty (60) days in advance terminates or is cancelled during the term of the proposed sublease, the sublease date, designating the identity of the prospective sublessee shall be deemed a direct lease between Landlord and such subtenant and the terms of the proposed sublease. Lessor subtenant shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which attorn to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount dueLandlord. In the event Lessor that Landlord objects to any proposed nondisturbance agreement or sublease, Landlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sub-lease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as used in 49 the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the sublease identified pursuant to a provision in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease similar to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms subsection 4.8 of this Lease, such excess amount and that the term "sublessee" under the nondisturbance agreement shall be paid deemed to include any encumbrances or other party succeeding to the sublessee under the Ground Sublease by Lessee virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to Lessorexecute a nondisturbance agreement for the benefit of the sublessee under any Ground Sublease, such agreement shall be subject to the obligations of the sublessee thereunder being no less than the obligations of the Developer hereunder with respect to the subleased premises.

SUBLETTING. Notwithstanding anything in Section 9.1 above Tenant may, without the Authority’s consent, enter into short­ term subleases of portions of its Occupied Space within the Leased Premises from time to time, as long as (a) the contraryportions of the Occupied Leased Premises that are being subleased by Tenant, at any particular time, do not exceed in the event at aggregate more than fifty percent (50%) of Tenant’s Occupied space as of that time, (b) any time during the such sublease shall not be for a term of this Leasemore than twelve (12) consecutive months, Lessee desires to sublet and (c) Tenant shall promptly provide the PremisesAuthority with written notice of such subletting (and such other information as the Authority shall reasonably request in connection therewith) upon Tenant’s entering into any such sublease. Except as provided in the preceding sentence, Lessee Tenant shall notify Lessor in writing not less than sixty (60) days in advance sublease or permit any part of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall Leased Premises to be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves occupied by others without the prior right written consent of Authority, which consent may be withheld or granted in the Authority’s sole and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount dueabsolute discretion. In the event Lessor approves of a sublease, Tenant shall remain liable to the sublease identified in Lessee’s notice, Authority to perform all of the provisions obligations of Section 9.1 above respecting subletting shall continue Tenant hereunder upon failure of the subtenant to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In perform the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s feessame. To the extent Lessor approves the Authority’s consent to a subleasesubletting is required as described above, any rent paid by the sublessee that is in excess Authority will not unreasonably withhold its consent to a sublease if: (i) Tenant and the proposed subtenant can demonstrate to the reasonable satisfaction of the amount Authority that would otherwise be due the subtenant can and owing from Lessee for such sublease space shall perform each and every obligation and condition of Tenant under the terms of this Lease, such excess amount Lease Agreement; (ii) the proposed subtenant’s use of and the business that the proposed subtenant proposes to conduct at that portion of the Leased Premises that the subtenant shall be paid subleasing from Tenant shall be only as provided in Section 206(A) above; (iii) the proposed subtenant demonstrates to the reasonable satisfaction of the Authority that the proposed subtenant will be able to obtain, in a timely manner, all certificates, licenses and permits from all Governmental Entities, required or appropriate to enable the proposed subtenant to carry on the proposed subtenant’s proposed business at the Leased Premises and to enable the proposed subtenant to sublease that portion of the Leased Premises from Tenant, including without limitation a “repair station certificate” as required under 14 CFR Part 145 (the “145 Certificate”) and an air quality permit from the applicable Governmental Entities; (iv) no Event of Default by Lessee Tenant under this Lease has then occurred and is then continuing; and (v) the form and substance of the proposed subtenant’s sublease shall be reasonably satisfactory to Lessorthe Authority. The subtenant shall not assign or sublease its sublease except with the prior written approval of the Authority, which may be withheld or granted in the Authority’s sole and absolute discretion; and any sublease shall contain a clause to this effect. If a subletting of all or a portion of the Leased Premises is permitted as described in the first sentence of this Section or is otherwise permitted by the Authority, Tenant shall be obligated for any breach by the subtenant or the subtenant’s Employees, agents, contractors or Invitees, of the Tenant’s obligations and covenants under this Lease.

SUBLETTING. Notwithstanding anything The Lessee may not, without the consent of the Lessor, sublease any Leased Asset or any portion thereof to any Person, except on the terms expressly provided below, and any such sublease that does not comply with such terms shall be null and void. No sublease or other relinquishment of possession of such Leased Asset shall in Section 9.1 above any way affect, amend, reduce, discharge or diminish any of the Lessee's obligations to the contraryLessor hereunder and the Lessee shall remain directly and primarily liable (and not as a guarantor or a surety) under this Lease as to such Leased Asset, in or portion thereof, so sublet. Any sublease of such Leased Asset shall expressly be made subject to and subordinated to this Lease and to the event rights of the Lessor hereunder and shall expressly provide for the surrender of the Leased Asset by the sublessee thereof at any time during the term election of Lessor upon the earlier to occur of (i) the termination of this LeaseLease as to such Leased Asset, Lessee desires to sublet including any termination caused by or resulting from the Premises, exercise by the Lessor of its rights or remedies hereunder or (ii) the Expiration Date for such Leased Asset. No such sublease may provide for use of such Leased Asset by the sublessee in a manner other than as permitted under this Lease or provide for a term which extends beyond the last day of the Base Term for such Leased Asset. Lessee shall notify give Lessor in writing not less than sixty (60) days in advance prompt written notice of the proposed any sublease datepermitted under this Article X, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed Lessee shall, within thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt execution of Lessee’s notice within which any sublease, deliver to approve the proposed Lessor and the Collateral Agent a fully executed copy of such sublease. The Lessor reserves acknowledges that it has received a copy of the prior right and option sublease dated April 30, 2001, as amended to require the date hereof, between the Lessee to sublet and Lumenis Ltd.; provided that such acknowledgment does not constitute an acknowledgment by the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to that such sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in complies with this Section 9.3 shall be construed as 10.1 or a waiver by the Lessor of any of its rights under Section 9.1 aboveit may have. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessor.ARTICLE XI

SUBLETTING. Tenant covenants that it will not assign this Lease or sublet all or any part of the Leased Premises or mortgage or encumber its interest in this Lease or the Leased Premises or any part thereof, or suffer or permit the occupation of all or any part thereof by others (each of which is a “Transfer”) in whole or in part without the prior written consent of Landlord, which consent Landlord covenants not to withhold unreasonably (i) as to any assignee, subtenant or occupant (each of which is a “Transferee”) who is in a satisfactory financial condition, agrees to use the Leased Premises for the Permitted Use and is otherwise satisfactory to Landlord, and (ii) as to any portion of the Leased Premises which, in Landlord’s sole judgment, is a proper and rational division of the Leased Premises, subject to Landlord’s right of termination arising under Section 7(b) below. Notwithstanding anything in Section 9.1 above herein to the contrary, Landlord may withhold its consent in its sole and absolute discretion to: (A) a proposed sublessee or assignee which intends to operate in the event at Leased Premises: (1) a school or classroom facility use; (2) a training institute; or (3) a doctor’s office or medical facility; (B) an entity which can defend a lawsuit on the basis of sovereign immunity; or (C) any time during governmental or quasi-governmental entity. The foregoing prohibition against a Transfer shall be construed to include a prohibition against any Transfer by operation of law. Notwithstanding anything to the term contrary contained herein and provided Tenant gives Landlord fifteen (15) days prior written notice, Tenant shall be entitled to assign this Lease or sublet the Leased Premises to any of the following entities (each of which is a “Controlled Tenant”): (i) resulting from the merger of the originally named Tenant with, or acquisition (including all or substantially all of the assets) by or of, another company, provided such Controlled Tenant shall have a tangible net worth not less than the tangible net worth of Tenant as of the date of this Lease; or (ii) any company that is and remains throughout the Term an affiliate of Tenant. As used in the immediately preceding sentence, Lessee desires to sublet the Premisesan “affiliate” is a company that controls Tenant, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within is controlled by Tenant or which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to is controlled by a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount duecompany that likewise controls Tenant. In connection with any such assignment, Tenant shall cause the event Lessor approves Controlled Tenant to execute and deliver to Landlord an agreement whereby the sublease identified in Lessee’s notice, Controlled Tenant agrees to assume all of the obligations of Tenant under this Lease and to be bound by all the covenants and agreements in this Lease which Tenant has agreed to keep, observe or perform, and whereby the Controlled Tenant agrees that the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 paragraph shall be construed binding upon it as if it were the original Tenant hereunder. Together with its required notice to Landlord regarding the proposed transfer to a waiver by Lessor of any of its rights Controlled Tenant, Tenant shall provide Landlord with supporting documentation confirming to Landlord’s reasonable satisfaction that the transferee is, in fact, a Controlled Tenant. Notwithstanding the foregoing, in no event shall Tenant be released from liability for the obligations under Section 9.1 abovethis Lease upon a transfer to a Controlled Tenant. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease space under the terms of this Lease, such excess amount shall be paid by Lessee to Lessor.Assignment or

SUBLETTING. Notwithstanding anything in Section 9.1 above Tenant may, without the Authority’s consent, enter into short-term subleases of portions of its Occupied Space within the Leased Premises from time to time, as long as (a) the contraryportions of the Occupied Leased Premises that are being subleased by Tenant, at any particular time, do not exceed in the event at aggregate more than fifty percent (50%) of Tenant’s Occupied space as of that time, (b) any time during the such sublease shall not be for a term of this Leasemore than twelve (12) consecutive months, Lessee desires to sublet and (c) Tenant shall promptly provide the PremisesAuthority with written notice of such subletting (and such other information as the Authority shall reasonably request in connection therewith) upon Tenant’s entering into any such sublease. Except as provided in the preceding sentence, Lessee Tenant shall notify Lessor in writing not less than sixty (60) days in advance sublease or permit any part of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall Leased Premises to be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves occupied by others without the prior right written consent of Authority, which consent may be withheld or granted in the Authority’s sole and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount dueabsolute discretion. In the event Lessor approves of a sublease, Tenant shall remain liable to the sublease identified in Lessee’s notice, Authority to perform all of the provisions obligations of Section 9.1 above respecting subletting shall continue Tenant hereunder upon failure of the subtenant to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In perform the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s feessame. To the extent Lessor approves the Authority’s consent to a subleasesubletting is required as described above, any rent paid by the sublessee that is in excess Authority will not unreasonably withhold its consent to a sublease if: (i) Tenant and the proposed subtenant can demonstrate to the reasonable satisfaction of the amount Authority that would otherwise be due the subtenant can and owing from Lessee for such sublease space shall perform each and every obligation and condition of Tenant under the terms of this Lease, such excess amount Lease Agreement; (ii) the proposed subtenant’s use of and the business that the proposed subtenant proposes to conduct at that portion of the Leased Premises that the subtenant shall be paid subleasing from Tenant shall be only as provided in Section 206(A) above; (iii) the proposed subtenant demonstrates to the reasonable satisfaction of the Authority that the proposed subtenant will be able to obtain, in a timely manner, all certificates, licenses and permits from all Governmental Entities, required or appropriate to enable the proposed subtenant to carry on the proposed subtenant’s proposed business at the Leased Premises and to enable the proposed subtenant to sublease that portion of the Leased Premises from Tenant, including without limitation a “repair station certificate” as required under 14 CFR Part 145 (the “145 Certificate”) and an air quality permit from the applicable Governmental Entities; (iv) no Event of Default by Lessee Tenant under this Lease has then occurred and is then continuing; and (v) the form and substance of the proposed subtenant’s sublease shall be reasonably satisfactory to Lessorthe Authority. The subtenant shall not assign or sublease its sublease except with the prior written approval of the Authority, which may be withheld or granted in the Authority’s sole and absolute discretion; and any sublease shall contain a clause to this effect. If a subletting of all or a portion of the Leased Premises is permitted as described in the first sentence of this Section or is otherwise permitted by the Authority, Tenant shall be obligated for any breach by the subtenant or the subtenant’s Employees, agents, contractors or Invitees, of the Tenant’s obligations and covenants under this Lease.

SUBLETTING. Notwithstanding anything in Section 9.1 above (A) The Tenant may sublet the whole or any part of the Demised Premises subject to the contrary, in following: (B) In the event at any time during that the term of this Lease, Lessee Tenant desires to sublet sublease the whole or any part of the Demised Premises to any other party, then Tenant shall first offer to terminate the Lease and surrender the Demised Premises to the Landlord, by a written offer to Landlord to terminate the Lease and surrender the Demised Premises, Lessee on a specified date which shall notify Lessor in writing be not less than ninety (90) days from the date of the giving of such notice nor more than one hundred twenty (120) days after such date. Landlord shall give written notice to Tenant of its acceptance or rejection of such offer, within sixty (60) days in advance of the proposed sublease receipt of such written offer from the Tenant, and if the Landlord accepts said offer, this Lease shall terminate on the date set forth in the aforesaid offer to Landlord to terminate the Lease and the Tenant shall surrender the Demised Premises to the Landlord on said specified date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor each party shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt released from all obligations under the Lease except those which have accrued or shall accrue prior to the date of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right termination and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount duesurrender. In the event Lessor approves the sublease identified in Lessee’s notice, all of such termination of the provisions of Section 9.1 above respecting subletting shall continue to be in full force Lease, rent and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be charges due and owing from Lessee for hereunder shall be apportioned as of the date of such sublease space termination and any part of the Lease deposit made under this Lease which shall not have been returned or applied under the terms thereof, or which may not be required to bring about performance of Tenant's obligations under the terms of this Lease, such shall be returned to the Tenant. (C) If Landlord rejects Tenant's offer of termination and surrender, or fails to give notice of its intention to accept or reject same, within the sixty (60) day period provided for above, Tenant shall have the right to underlet the whole or any part of the Demised Premises for a use permitted hereunder, but only with the written consent of the Landlord first had and obtained, on the basis of the following terms and conditions (1) A copy of the sublease shall be furnished to the Landlord which shall provide that said sublease assumes all of the obligations of this Lease. (2) The Tenant shall be and remain liable for the observance of all of the covenants and provisions of this Lease, including but not limited to the payment of the Term Basic Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified (3) The Tenant shall promptly pay to the Landlord one-half (1A) of the rent, as and when received, in excess amount shall of the rent (Basic and Additional) required to be paid by Lessee the Tenant for the area sublet, computed on the basis of an average square foot rent for the entire demised Building. (D) In any event, the acceptance by the Landlord of any rent from any of the subtenants, or the failure of the Landlord to Lessorinsist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Tenant herein from any and all of the obligations herein during and for the entire Term of this Lease (E) The Landlord shall require a Five Hundred and 00/100 ($500.00) Dollar payment to cover its handling charges for each request for consent to any sublet prior to its consideration of the same. The Tenant acknowledges that its sole remedy with respect to any assertion that the Landlord's failure to consent to any sublet is unreasonable shall be the remedy of specific performance, and the Tenant shall have no other claim or cause of action against the Landlord as a result of the Landlord's actions in refusing to consent thereto. (F) In the event that any or all of Tenant's interest in the Demised Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and subsequently any or all of Tenant's interest in the Demised Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction) being hereinafter referred to as a "Disposition"), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Landlord shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant's interest by such Disposition, and the exercise of the option by Landlord shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, nor does the rejection of any oi~e such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord In the event Landlord accepts such offer of first refusal, the transaction shall be consummated pursuant to the terms aud conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. (G) Without limiting any of the provisions of Article XIV, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), Tenant is permitted to assign this Lease, notwithstanding the restrictions contained iii this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one (1) year's Annual Basic Rent and Additional Rent for the next succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Landlord) , which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance of all of Tenant's obligations under this Lease, to be held and applied in the manner specified for security in Section 22.02. (H) Without limiting any of the provisions of Article XIV, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose) * Tenant is permitted to assign this Lease, the Tenant aud any assignee shall promptly pay to Landlord one-halt (1/2) of any consideration received for any assignment. (I) Except as specifically set forth above, no portion of the Demised Premises or of Tenant's interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Tenant, nor shall Tenant pledge its interest in this Lease or in any security deposit required hereunder. (J) If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of this subsection 15.01(J) shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock] which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, and if Tenant is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant's assets are transferred or to any corporation which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant's assets, (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer or (b) the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction.

SUBLETTING. Notwithstanding anything in Section 9.1 above to the contrary, in the event at any time during the term of this Lease, (a) The Lessee desires to shall not sublet the PremisesProperty or any part thereof, Lessee unless (i) at the time of any such sublease, no Default, Environmental Event, Unwind Event or Event of Default shall notify Lessor in writing not less than sixty have occurred and be continuing and no Termination Notice has been delivered or has been deemed to have been delivered; (60ii) days in advance of the proposed any such sublease date, designating the identity of the prospective sublessee shall by its terms be expressly made subject and subordinate to the terms of this Lease (and the proposed sublease. Lessor shall be allowed thirty Ground Lease and the VCMI Mortgage); (30iii) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee shall provide the Lessor sixty (b) No sublease pursuant to sublet this paragraph 17 shall modify or limit any right or power of the Premises to a sublessee approved by Lessor at hereunder or affect or reduce any obligation of the same rent as Lessee is required to pay to Lessor under this Lease; providedhereunder, however, should Lessee choose to sublease and all such obligations of the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; effect as obligations of a principal and nothing contained not of a guarantor or surety, as though no subletting had been made or occupancy permitted. (c) If the Lessee shall request, in this Section 9.3 shall be construed as a waiver by connection with any sublease, that the Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a execute an attornment and non-disturbance agreement with respect to such sublease, the sublessee Lessor shall consider each such sublease on a case-by-case basis and may give its consent to its execution and delivery of an attornment and non-disturbance agreement. The Lessee shall not subsequently sublease the Premises mortgage, pledge or any part thereof otherwise encumber its interest in and to this Lease or assign its rights under the sublease in and to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease or the Premises, including but not limited to reasonable attorney’s fees. To rentals payable thereunder without the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess prior written consent of the amount that would otherwise be due Lessor. Any sublease made, and owing from Lessee for any mortgage, pledge or assignment of the Lessee's interest hereunder or under any such sublease space under the terms of granted, otherwise than as expressly permitted by this Leaseparagraph 17, such excess amount shall be paid by Lessee to Lessornull and void and of no force or effect.