Common use of Subleased Premises Clause in Contracts

Subleased Premises. (a) Subject to the written consent of Prime Landlord, Sublandlord does hereby sublease to Subtenant, and Subtenant does hereby sublease from Sublandlord, for the Term (as defined herein) and upon the conditions hereinafter provided, the Subleased Premises, as outlined on the plan attached hereto and made a part hereof as Exhibit A. The Subleased Premises shall not be subject to remeasurement during the Term. Additionally, Subtenant is hereby granted the nonexclusive right to use the first floor common areas of the 12790 Building shown on Exhibit C hereto and the Common Area amenities of the 12790 Building and the Project (including the Common Amenity Space, as defined in the Third Amendment) to the extent of Sublandlord’s rights to use the same pursuant to the Prime Lease, in common with Sublandlord, other tenants of the 12790 Building and future subtenants of the Premises (collectively, the “Common Areas”), throughout the Term (herein defined). Subtenant covenants that its use of the Subleased Premises and Common Areas shall at all times comply with any and all terms, conditions and provisions of the Prime Lease and with any rules and regulations established by Prime Landlord or Sublandlord from time to time. (b) Subtenant shall accept the Subleased Premises, upon and subject to the terms and conditions herein set forth, in its “as is, where is and with all faults” condition, broom clean, vacant except for the FF&E (defined below), but otherwise as existing on the date of this Sublease. Subtenant acknowledges that no representations, statements or warranties, express or implied, have been made by or on behalf of the Sublandlord with respect to the condition of the Subleased Premises, compliance with any laws, ordinances, statutes, or regulations, including, but not limited to, the Americans with Disabilities Act of 1991, 42 USC § 1201 et seq. and all regulations applicable thereto promulgated as of the date hereof (collectively “ADA”), or the use or occupation that may be made thereof, all of which are hereby expressly disclaimed by Sublandlord and waived by Subtenant, and that Sublandlord shall in no event whatsoever be liable for any latent defects in the Subleased Premises or in the equipment therein (except as otherwise provided herein); Sublandlord shall not be liable if Prime Landlord fails to consent to this Sublease prior to the Anticipated Commencement Date, and, except as otherwise provided herein, this Sublease shall not be void or voidable and Sublandlord shall not be deemed to be in default under this Sublease or otherwise liable to Subtenant for any claims, damages or liabilities in connection therewith and in such event Subtenant agrees to accept possession of the Subleased Premises at such time as Sublandlord is able to obtain Prime Landlord’s consent and tender possession of the Subleased Premises. Neither Prime Landlord nor Sublandlord shall have any obligation for completing any alterations, improvements, repairs or decorations to the Subleased Premises, or provide an allowance for the same, prior to the Commencement Date. Notwithstanding the foregoing, Subtenant represents that, to its knowledge, the Subleased Premises is in good, vacant, broom clean condition, and in compliance with all laws, and all building systems serving the Subleased Premises are in good operating condition. (c) Subtenant shall have the right to use the furniture and equipment currently existing in the Subleased Premises, the inventory of which is listed on Exhibit D attached hereto and made a part hereof (the “FF&E”), during the Sublease Term at no additional cost to Subtenant. Subtenant shall accept the Furniture in its currently existing “as-is” condition and Sublandlord makes no representation or warranty regarding the condition of the FF&E or its suitability for Subtenant’s intended use. Subtenant shall use reasonable, good faith and diligent efforts to keep the FF&E in good condition and repair, and shall be responsible for repairing any damage which occurs to the FF&E during the Sublease Term and for replacing any lost or stolen items of FF&E. The FF&E shall remain the sole property of Sublandlord, provided, however, upon the Expiration Date or earlier termination of the Sublease, Subtenant shall purchase the FF&E in its “as is” condition from Sublandlord in consideration of the sum of $10.00 and other good and valuable consideration, and Sublandlord shall issue a bill of sale to Subtenant in the form attached hereto as Exhibit E, pursuant to which, Sublandlord shall convey to Subtenant all of Sublandlord’s right, title and interest in and to the FF&E. Upon transfer of title to the FF&E to Subtenant, the same shall be deemed to be the personal property of Subtenant and, except as otherwise agreed to in writing by Prime Landlord, Subtenant shall be responsible for the removal of the FF&E and shall repair all damage resulting from such removal. The obligations of Subtenant as herein provided shall survive the termination of this Sublease. Sublandlord shall provide the existing data cabling in its current condition so that Subtenant may set up its own phone/data network and access control for the Subleased Premises.

Subleased Premises. (a) Subject to the written consent of Prime Landlordterms and conditions contained in this Sublease, Sublandlord Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, the entire premises covered by the Master Lease as depicted on Exhibit A hereto (the “Subleased Premises”); provided, however, subject to Section 29 below, Sublessor shall retain for itself and its employees, agents, contractors, invitees, licensees, successors and assigns (and Sublessee does hereby sublease grant to Subtenant, and Subtenant does hereby sublease from Sublandlord, for each of the Term (as defined hereinforegoing) and upon the conditions hereinafter provided, the Subleased Premises, as outlined on the plan attached hereto and made a part hereof as Exhibit A. The Subleased Premises shall not be subject to remeasurement during the Term. Additionally, Subtenant is hereby granted the nonexclusive right to non-exclusive use the first floor of all common areas areas, landscaped areas, sidewalks and driveways related to each of the 12790 B▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇ and Building shown on Exhibit C hereto and the Common Area amenities of the 12790 Building and the Project (including the Common Amenity Space, as defined in the Third Amendment) to the extent of Sublandlord’s rights to use the same pursuant to the Prime Lease, in common with Sublandlord, other tenants of the 12790 Building and future subtenants of the Premises 6 (collectively, the “Common AreasBuildings”). Moreover, throughout the Term (herein defined). Subtenant covenants that its use of the Subleased Premises and Common Areas shall at all times comply with any and all terms, conditions and provisions of the Prime Lease and with any rules and regulations established by Prime Landlord or Sublandlord from time to time. (b) Subtenant shall accept the Subleased Premises, upon and subject to the terms and conditions herein set forth, in its “as is, where is and with all faults” condition, broom clean, vacant except for the FF&E (defined below), but otherwise as existing on the date of this Sublease. Subtenant acknowledges that no representations, statements or warrantiesSublessee shall have non-exclusive use of all common areas, express or impliedlandscaped areas, have been made by or on behalf sidewalks and driveways related to the Building, including the “Hetch-Hetchy Land” described in Paragraph 49 of the Sublandlord with respect to the condition of the Subleased Premises, compliance with any laws, ordinances, statutes, or regulations, including, but not limited to, the Americans with Disabilities Act of 1991, 42 USC § 1201 et seq. and all regulations applicable thereto promulgated as of the date hereof (collectively “ADA”), or the use or occupation that may be made thereof, all of which are hereby expressly disclaimed by Sublandlord and waived by Subtenant, and that Sublandlord shall in no event whatsoever be liable for any latent defects in the Subleased Premises or in the equipment therein (except as otherwise provided herein); Sublandlord shall not be liable if Prime Landlord fails to consent to this Sublease prior to the Anticipated Commencement Date, and, except as otherwise provided herein, this Sublease shall not be void or voidable and Sublandlord shall not be deemed to be in default under this Sublease or otherwise liable to Subtenant for any claims, damages or liabilities in connection therewith and in such event Subtenant agrees to accept possession of the Subleased Premises at such time as Sublandlord is able to obtain Prime Landlord’s consent and tender possession of the Subleased Premises. Neither Prime Landlord nor Sublandlord shall have any obligation for completing any alterations, improvements, repairs or decorations to the Subleased Premises, or provide an allowance for the same, prior to the Commencement Date. Notwithstanding the foregoing, Subtenant represents that, to its knowledge, the Subleased Premises is in good, vacant, broom clean condition, and in compliance with all laws, and all building systems serving the Subleased Premises are in good operating condition. (c) Subtenant shall have the right to use the furniture and equipment currently existing in the Subleased Premises, the inventory of which is listed on Exhibit D attached hereto and made a part hereof Master Lease (the “FF&EHetch-Hetchy Land”). For the avoidance of doubt, during Sublessee acknowledges that it has no right to access any building (other than the Sublease Term at no additional cost Buildings and Building 5 if Sublessee exercises the ROFO, as defined in Section 27.1 below pursuant to Subtenantthe Subleases) in the project that the Buildings are a part. Subtenant shall accept Sublessee hereby acknowledges and agrees that Building 6 consists of approximately 187,134 rentable square feet. Nevertheless, the Furniture in its currently existing “as-is” condition and Sublandlord makes no representation or warranty regarding parties agree that the condition of the FF&E or its suitability for Subtenant’s intended use. Subtenant shall use reasonable, good faith and diligent efforts to keep the FF&E in good condition and repair, and foregoing approximation shall be responsible final and binding for repairing any damage which occurs all purposes hereunder; and notwithstanding anything to the FF&E during the Sublease Term and for replacing any lost or stolen items of FF&E. The FF&E contrary contained herein, no adjustment shall remain the sole property of Sublandlord, provided, however, upon the Expiration Date or earlier termination of the Sublease, Subtenant shall purchase the FF&E in its “as is” condition from Sublandlord in consideration of the sum of $10.00 and other good and valuable consideration, and Sublandlord shall issue a bill of sale to Subtenant in the form attached hereto as Exhibit E, pursuant to which, Sublandlord shall convey to Subtenant all of Sublandlord’s right, title and interest in and be made to the FF&E. Upon transfer Base Rent (as defined in Section 5.1(a) below) if the actual square footage of title Building 6 differs from any reference to the FF&E to Subtenant, the same shall be deemed to be the personal property of Subtenant and, except as otherwise agreed to in writing by Prime Landlord, Subtenant shall be responsible for the removal of the FF&E and shall repair all damage resulting from such removal. The obligations of Subtenant as herein provided shall survive the termination of this Sublease. Sublandlord shall provide the existing data cabling in its current condition so that Subtenant may set up its own phone/data network and access control for the Subleased Premisessquare footage contained herein.

Subleased Premises. (a) Subject Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, subject to the written terms, covenants, agreements and conditions of this Sublease, those certain premises shown on the drawings attached hereto as Exhibit ”C”, being Suite 100 of the 3353 Building (the “3353 Subleased Premises”) and Suites CN 200, 270 and 300 in the 3337 Building (the “3337 Subleased Premises” and, with the 3353 Sublease Premises, the “Subleased Premises”). The parties stipulate and agree that the 3353 Subleased Premises contain 50,175 square feet of Rentable Area (and ▇▇,▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇), that the 3337 Subleased Premises contain 27,720 square feet of Rentable Area (and 24,607 square feet of Usable Area), and that the entire Subleased Premises contain 77,895 square feet of Rentable Area. Sublandlord and Subtenant have each had the opportunity to verify the foregoing Rentable Areas and Usable Areas using their respective architects prior to the date hereof. (b) Sublandlord also grants Subtenant during the Term of this Sublease the concurrent right to the limited use of the “Common Area” and the “Facility Common Area” (as each is defined in the Prime Lease, the “Common Area”) on a nonexclusive basis, pursuant and subject to the provisions of the Prime Lease, this Sublease and the Rules and Regulations attached to the Prime Landlord’s Consent as Exhibit “C”. (c) The parties acknowledge that this Sublease is subject to the Prime Lease and all existing liens, encumbrances, deeds of trust, reciprocal easement agreements, development agreements, covenants, conditional use permits, master plans, reservations, restrictions and other matters of record, affecting the Subleased Premises, as well as all Applicable Laws (as defined in Section 29.14). The parties further acknowledge that this Sublease requires the consent of Prime Landlord, Sublandlord does hereby sublease to Subtenant, and Subtenant does hereby sublease from Sublandlord, for the Term (as defined herein) and upon the conditions hereinafter provided, the Subleased Premises, as outlined on the plan attached hereto and made a part hereof as Exhibit A. The Subleased Premises shall not be subject to remeasurement during the Term. Additionally, Subtenant is hereby granted the nonexclusive right to use the first floor common areas of the 12790 Building shown on Exhibit C hereto and the Common Area amenities of the 12790 Building and the Project (including the Common Amenity Space, as defined in the Third Amendment) to the extent of Sublandlord’s rights to use the same pursuant to the Prime Lease, in common with Sublandlord, other tenants of the 12790 Building and future subtenants of the Premises (collectively, the “Common Areas”), throughout the Term (herein defined). Subtenant covenants that its use of the Subleased Premises and Common Areas shall at all times comply with any and all terms, conditions and provisions of the Prime Lease and with any rules and regulations established by Prime Landlord or Sublandlord from time to time. (b) Subtenant shall accept the Subleased Premises, upon and subject to the terms and conditions herein set forth, in its “as is, where is and with all faults” condition, broom clean, vacant except for the FF&E (defined below), but otherwise as existing on the date of this Sublease. Subtenant acknowledges that no representations, statements or warranties, express or implied, have been made by or on behalf of the Sublandlord with respect to the condition of the Subleased Premises, compliance with any laws, ordinances, statutes, or regulations, including, but not limited to, the Americans with Disabilities Act of 1991, 42 USC § 1201 et seq. and all regulations applicable thereto promulgated as of the date hereof (collectively “ADA”), or the use or occupation that may be made thereof, all of which are hereby expressly disclaimed by Sublandlord and waived by Subtenant, and that Sublandlord shall in no event whatsoever be liable for any latent defects in the Subleased Premises or in the equipment therein (except as otherwise provided herein); Sublandlord shall not be liable if Prime Landlord fails to consent to this Sublease prior to the Anticipated Commencement Date, and, except as otherwise provided herein, this Sublease shall not be void or voidable and Sublandlord shall not be deemed to be in default under this Sublease or otherwise liable to Subtenant for any claims, damages or liabilities in connection therewith and in such event Subtenant agrees to accept possession of the Subleased Premises at such time as Sublandlord is able to obtain Prime Landlord’s consent and tender possession of the Subleased Premises. Neither Prime Landlord nor Sublandlord shall have any obligation for completing any alterations, improvements, repairs or decorations to the Subleased Premises, or provide an allowance for the same, prior to the Commencement Date. Notwithstanding the foregoing, Subtenant represents that, to its knowledge, the Subleased Premises is in good, vacant, broom clean condition, and in compliance with all laws, and all building systems serving the Subleased Premises are in good operating condition. (c) Subtenant shall have the right to use the furniture and equipment currently existing in the Subleased Premises, the inventory of which is listed on Exhibit D attached hereto and made a part hereof (the “FF&E”), during the Sublease Term at no additional cost to Subtenant. Subtenant shall accept the Furniture in its currently existing “as-is” condition and Sublandlord makes no representation or warranty regarding the condition of the FF&E or its suitability for Subtenant’s intended use. Subtenant shall use reasonable, good faith and diligent efforts to keep the FF&E in good condition and repair, and shall be responsible for repairing any damage which occurs to the FF&E during the Sublease Term and for replacing any lost or stolen items of FF&E. The FF&E shall remain the sole property of Sublandlord, provided, however, upon the Expiration Date or earlier termination of the Sublease, Subtenant shall purchase the FF&E in its “as is” condition from Sublandlord in consideration of the sum of $10.00 and other good and valuable consideration, and Sublandlord shall issue a bill of sale to Subtenant in the form attached hereto as Exhibit E, pursuant ”G” (“Prime Landlord’s Consent”) and this Sublease shall become effective only upon the execution and delivery of the Prime Landlord’s Consent. Subtenant shall look to which, Prime Landlord for the performance of the obligations of Sublandlord shall convey to Subtenant all of Sublandlord’s right, title and interest in and under this Sublease relating to the FF&E. Upon transfer repair, maintenance and operation of title to the FF&E to Subtenant, Subleased Premises with the same shall be deemed to be the personal property of force and effect as though this Sublease were a direct lease between Prime Landlord and Subtenant and, except as otherwise agreed to in writing by Prime Landlord, Subtenant shall be responsible for the removal of the FF&E and shall repair all damage resulting from such removal. The obligations of Subtenant as herein provided shall survive the termination of this Sublease. Sublandlord shall provide the existing data cabling in its current condition so that Subtenant may set up its own phone/data network and access control for the Subleased Premises. The portion of the Leased Premises which are not part of the Subleased Premises shall be subject to Sublandlord’s sole management and control in accordance with the Prime Lease. Subtenant and Prime Landlord intend to enter into one or more direct leases of space in the Building and elsewhere in the Park Place Project concurrently with this Sublease, but this Sublease shall not be contingent or conditioned upon any other direct lease between Subtenant and Prime Landlord.

Subleased Premises. (a) Subject to the written consent of Prime Landlordterms and conditions contained in this Sublease, Sublandlord Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, the entire premises covered by the Master Lease as depicted on Exhibit A hereto (the “Subleased Premises”); provided, however, subject to Section 29 below, Sublessor shall retain for itself and its employees, agents, contractors, invitees, licensees, successors and assigns (and Sublessee does hereby sublease grant to Subtenant, and Subtenant does hereby sublease from Sublandlord, for each of the Term (as defined hereinforegoing) and upon the conditions hereinafter provided, the Subleased Premises, as outlined on the plan attached hereto and made a part hereof as Exhibit A. The Subleased Premises shall not be subject to remeasurement during the Term. Additionally, Subtenant is hereby granted the nonexclusive right to non-exclusive use the first floor of all common areas of the 12790 Building shown on Exhibit C hereto areas, landscaped areas, sidewalks and the Common Area amenities of the 12790 Building and the Project (including the Common Amenity Space, as defined in the Third Amendment) driveways related to the extent of Sublandlord’s rights to use the same pursuant to the Prime LeaseBuilding. Moreover, in common with Sublandlord, other tenants of the 12790 Building and future subtenants of the Premises (collectively, the “Common Areas”), throughout the Term (herein defined). Subtenant covenants that its use of the Subleased Premises and Common Areas shall at all times comply with any and all terms, conditions and provisions of the Prime Lease and with any rules and regulations established by Prime Landlord or Sublandlord from time to time. (b) Subtenant shall accept the Subleased Premises, upon and subject to the terms and conditions herein set forth, in its “as is, where is and with all faults” condition, broom clean, vacant except for the FF&E (defined below), but otherwise as existing on the date of this Sublease. Subtenant acknowledges that no representations, statements or warranties, express or implied, Sublessee shall have been made by or on behalf exclusive use of the Sublandlord with respect service yard adjacent to Building 5 comprising approximately 2862 square feet as depicted on Exhibit A attached hereto as AREA B thereon (the condition of the Subleased Premises, compliance with any laws, ordinances, statutes, or regulations, including, but not limited to, the Americans with Disabilities Act of 1991, 42 USC § 1201 et seq. and all regulations applicable thereto promulgated as of the date hereof (collectively “ADA“ B5 Service Yard”), or and shall have the non-exclusive use or occupation that may be made thereofof all common areas, all of which are hereby expressly disclaimed by Sublandlord landscaped areas, sidewalks and waived by Subtenant, and that Sublandlord shall in no event whatsoever be liable for any latent defects in the Subleased Premises or in the equipment therein (except as otherwise provided herein); Sublandlord shall not be liable if Prime Landlord fails to consent to this Sublease prior driveways related to the Anticipated Commencement DateBuilding. For all purposes hereunder, and, except the B5 Service Yard shall be treated as otherwise provided herein, this Sublease shall not be void or voidable and Sublandlord shall not be deemed to be in default under this Sublease or otherwise liable to Subtenant for any claims, damages or liabilities in connection therewith and in such event Subtenant agrees to accept possession a part of the Subleased Premises at such time as Sublandlord is able to obtain Prime Landlord’s consent and tender possession of the Subleased PremisesCommencement Date (as hereinafter defined). Neither Prime Landlord nor Sublandlord For the avoidance of doubt, Sublessee acknowledges that it has no right to access any building other than the Building and Buildings 3, 4 and 6 while the Other Subleases and this Sublease are in effect. Sublessee hereby acknowledges and agrees that Building 5 consists of approximately 94,484 rentable square feet. Nevertheless, the parties agree that the foregoing approximation shall have any obligation be final and binding for completing any alterations, improvements, repairs or decorations all purposes hereunder; and notwithstanding anything to the Subleased Premisescontrary contained herein, or provide an allowance for the same, prior no adjustment shall be made to the Commencement Date. Notwithstanding Base Rent (as defined in Section 5.1(a) below) if the foregoing, Subtenant represents that, actual square footage of Building 5 differs from any reference to its knowledge, the Subleased Premises is in good, vacant, broom clean condition, and in compliance with all laws, and all building systems serving the Subleased Premises are in good operating conditionsquare footage contained herein. (c) Subtenant shall have the right to use the furniture and equipment currently existing in the Subleased Premises, the inventory of which is listed on Exhibit D attached hereto and made a part hereof (the “FF&E”), during the Sublease Term at no additional cost to Subtenant. Subtenant shall accept the Furniture in its currently existing “as-is” condition and Sublandlord makes no representation or warranty regarding the condition of the FF&E or its suitability for Subtenant’s intended use. Subtenant shall use reasonable, good faith and diligent efforts to keep the FF&E in good condition and repair, and shall be responsible for repairing any damage which occurs to the FF&E during the Sublease Term and for replacing any lost or stolen items of FF&E. The FF&E shall remain the sole property of Sublandlord, provided, however, upon the Expiration Date or earlier termination of the Sublease, Subtenant shall purchase the FF&E in its “as is” condition from Sublandlord in consideration of the sum of $10.00 and other good and valuable consideration, and Sublandlord shall issue a bill of sale to Subtenant in the form attached hereto as Exhibit E, pursuant to which, Sublandlord shall convey to Subtenant all of Sublandlord’s right, title and interest in and to the FF&E. Upon transfer of title to the FF&E to Subtenant, the same shall be deemed to be the personal property of Subtenant and, except as otherwise agreed to in writing by Prime Landlord, Subtenant shall be responsible for the removal of the FF&E and shall repair all damage resulting from such removal. The obligations of Subtenant as herein provided shall survive the termination of this Sublease. Sublandlord shall provide the existing data cabling in its current condition so that Subtenant may set up its own phone/data network and access control for the Subleased Premises.

Subleased Premises. (a) Subject to the written consent of Prime Landlordterms and conditions contained in this Sublease, Sublandlord Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, the entire premises covered by the Master Lease as depicted on Exhibit A hereto (the “Subleased Premises”); provided, however, subject to Section 29 below, Sublessor shall retain for itself and its employees, agents, contractors, invitees, licensees, successors and assigns (and Sublessee does hereby sublease grant to Subtenant, and Subtenant does hereby sublease from Sublandlord, for each of the Term (as defined hereinforegoing) and upon the conditions hereinafter provided, the Subleased Premises, as outlined on the plan attached hereto and made a part hereof as Exhibit A. The Subleased Premises shall not be subject to remeasurement during the Term. Additionally, Subtenant is hereby granted the nonexclusive right to non-exclusive use the first floor of all common areas areas, landscaped areas, sidewalks and driveways related to each of the 12790 B▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇ and Building shown on Exhibit C hereto and the Common Area amenities of the 12790 Building and the Project (including the Common Amenity Space, as defined in the Third Amendment) to the extent of Sublandlord’s rights to use the same pursuant to the Prime Lease, in common with Sublandlord, other tenants of the 12790 Building and future subtenants of the Premises 6 (collectively, the “Common AreasBuildings”). Moreover, throughout the Term (herein defined). Subtenant covenants that its use of the Subleased Premises and Common Areas shall at all times comply with any and all terms, conditions and provisions of the Prime Lease and with any rules and regulations established by Prime Landlord or Sublandlord from time to time. (b) Subtenant shall accept the Subleased Premises, upon and subject to the terms and conditions herein set forth, in its “as is, where is and with all faults” condition, broom clean, vacant except for the FF&E (defined below), but otherwise as existing on the date of this Sublease, Sublessee shall have non-exclusive use of all common areas, landscaped areas, sidewalks and driveways related to the Building. Subtenant For the avoidance of doubt, Sublessee acknowledges that it has no representationsright to access any building (other than the Buildings and Building 5 if Sublessee exercises the ROFO, statements or warranties, express or implied, have been made by or on behalf of the Sublandlord with respect as defined in Section 27.1 below pursuant to the condition Subleases) in the project that the Buildings are a part. Sublessee hereby acknowledges and agrees that Building 3 consists of the Subleased Premises, compliance with any laws, ordinances, statutes, or regulations, including, but not limited toapproximately 60,128 rentable square feet. Nevertheless, the Americans with Disabilities Act of 1991parties agree that the foregoing approximation shall be final and binding for all purposes hereunder; and notwithstanding anything to the contrary contained herein, 42 USC § 1201 et seq. and all regulations applicable thereto promulgated as of the date hereof (collectively “ADA”), or the use or occupation that may no adjustment shall be made thereof, all of which are hereby expressly disclaimed by Sublandlord and waived by Subtenant, and that Sublandlord shall in no event whatsoever be liable for any latent defects in the Subleased Premises or in the equipment therein (except as otherwise provided herein); Sublandlord shall not be liable if Prime Landlord fails to consent to this Sublease prior to the Anticipated Commencement Date, and, except Base Rent (as otherwise provided defined in Section 5.1(a) below) if the actual square footage of Building 3 differs from any reference to square footage contained herein, this Sublease shall not be void or voidable and Sublandlord shall not be deemed to be in default under this Sublease or otherwise liable to Subtenant for any claims, damages or liabilities in connection therewith and in such event Subtenant agrees to accept possession of the Subleased Premises at such time as Sublandlord is able to obtain Prime Landlord’s consent and tender possession of the Subleased Premises. Neither Prime Landlord nor Sublandlord shall have any obligation for completing any alterations, improvements, repairs or decorations to the Subleased Premises, or provide an allowance for the same, prior to the Commencement Date. Notwithstanding the foregoing, Subtenant represents that, to its knowledge, the Subleased Premises is in good, vacant, broom clean condition, and in compliance with all laws, and all building systems serving the Subleased Premises are in good operating condition. (c) Subtenant shall have the right to use the furniture and equipment currently existing in the Subleased Premises, the inventory of which is listed on Exhibit D attached hereto and made a part hereof (the “FF&E”), during the Sublease Term at no additional cost to Subtenant. Subtenant shall accept the Furniture in its currently existing “as-is” condition and Sublandlord makes no representation or warranty regarding the condition of the FF&E or its suitability for Subtenant’s intended use. Subtenant shall use reasonable, good faith and diligent efforts to keep the FF&E in good condition and repair, and shall be responsible for repairing any damage which occurs to the FF&E during the Sublease Term and for replacing any lost or stolen items of FF&E. The FF&E shall remain the sole property of Sublandlord, provided, however, upon the Expiration Date or earlier termination of the Sublease, Subtenant shall purchase the FF&E in its “as is” condition from Sublandlord in consideration of the sum of $10.00 and other good and valuable consideration, and Sublandlord shall issue a bill of sale to Subtenant in the form attached hereto as Exhibit E, pursuant to which, Sublandlord shall convey to Subtenant all of Sublandlord’s right, title and interest in and to the FF&E. Upon transfer of title to the FF&E to Subtenant, the same shall be deemed to be the personal property of Subtenant and, except as otherwise agreed to in writing by Prime Landlord, Subtenant shall be responsible for the removal of the FF&E and shall repair all damage resulting from such removal. The obligations of Subtenant as herein provided shall survive the termination of this Sublease. Sublandlord shall provide the existing data cabling in its current condition so that Subtenant may set up its own phone/data network and access control for the Subleased Premises.

Subleased Premises. (a) Subject to the written consent of Prime Landlordterms and conditions contained in this Sublease, Sublandlord Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, the entire premises covered by the Master Lease as depicted on Exhibit A hereto (the “Subleased Premises”); provided, however, subject to Section 29 below, Sublessor shall retain for itself and its employees, agents, contractors, invitees, licensees, successors and assigns (and Sublessee does hereby sublease grant to Subtenant, and Subtenant does hereby sublease from Sublandlord, for each of the Term (as defined hereinforegoing) and upon the conditions hereinafter provided, the Subleased Premises, as outlined on the plan attached hereto and made a part hereof as Exhibit A. The Subleased Premises shall not be subject to remeasurement during the Term. Additionally, Subtenant is hereby granted the nonexclusive right to non-exclusive use the first floor of all common areas areas, landscaped areas, sidewalks and driveways related to each of the 12790 B▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇ and Building shown on Exhibit C hereto and the Common Area amenities of the 12790 Building and the Project (including the Common Amenity Space, as defined in the Third Amendment) to the extent of Sublandlord’s rights to use the same pursuant to the Prime Lease, in common with Sublandlord, other tenants of the 12790 Building and future subtenants of the Premises 6 (collectively, the “Common AreasBuildings”). Moreover, throughout the Term (herein defined). Subtenant covenants that its use of the Subleased Premises and Common Areas shall at all times comply with any and all terms, conditions and provisions of the Prime Lease and with any rules and regulations established by Prime Landlord or Sublandlord from time to time. (b) Subtenant shall accept the Subleased Premises, upon and subject to the terms and conditions herein set forth, in its “as is, where is and with all faults” condition, broom clean, vacant except for the FF&E (defined below), but otherwise as existing on the date of this Sublease, Sublessee shall have non-exclusive use of all common areas, landscaped areas, sidewalks and driveways related to the Building. Subtenant For the avoidance of doubt, Sublessee acknowledges that it has no representationsright to access any building (other than the Buildings and Building 5 if Sublessee exercises the ROFO, statements or warranties, express or implied, have been made by or on behalf of the Sublandlord with respect as defined in Section 27.1 below pursuant to the condition Subleases) in the project that the Buildings are a part. Sublessee hereby acknowledges and agrees that Building 4 consists of the Subleased Premises, compliance with any laws, ordinances, statutes, or regulations, including, but not limited toapproximately 101,253 rentable square feet. Nevertheless, the Americans with Disabilities Act of 1991parties agree that the foregoing approximation shall be final and binding for all purposes hereunder; and notwithstanding anything to the contrary contained herein, 42 USC § 1201 et seq. and all regulations applicable thereto promulgated as of the date hereof (collectively “ADA”), or the use or occupation that may no adjustment shall be made thereof, all of which are hereby expressly disclaimed by Sublandlord and waived by Subtenant, and that Sublandlord shall in no event whatsoever be liable for any latent defects in the Subleased Premises or in the equipment therein (except as otherwise provided herein); Sublandlord shall not be liable if Prime Landlord fails to consent to this Sublease prior to the Anticipated Commencement Date, and, except Base Rent (as otherwise provided defined in Section 5.1(a) below) if the actual square footage of Building 4 differs from any reference to square footage contained herein, this Sublease shall not be void or voidable and Sublandlord shall not be deemed to be in default under this Sublease or otherwise liable to Subtenant for any claims, damages or liabilities in connection therewith and in such event Subtenant agrees to accept possession of the Subleased Premises at such time as Sublandlord is able to obtain Prime Landlord’s consent and tender possession of the Subleased Premises. Neither Prime Landlord nor Sublandlord shall have any obligation for completing any alterations, improvements, repairs or decorations to the Subleased Premises, or provide an allowance for the same, prior to the Commencement Date. Notwithstanding the foregoing, Subtenant represents that, to its knowledge, the Subleased Premises is in good, vacant, broom clean condition, and in compliance with all laws, and all building systems serving the Subleased Premises are in good operating condition. (c) Subtenant shall have the right to use the furniture and equipment currently existing in the Subleased Premises, the inventory of which is listed on Exhibit D attached hereto and made a part hereof (the “FF&E”), during the Sublease Term at no additional cost to Subtenant. Subtenant shall accept the Furniture in its currently existing “as-is” condition and Sublandlord makes no representation or warranty regarding the condition of the FF&E or its suitability for Subtenant’s intended use. Subtenant shall use reasonable, good faith and diligent efforts to keep the FF&E in good condition and repair, and shall be responsible for repairing any damage which occurs to the FF&E during the Sublease Term and for replacing any lost or stolen items of FF&E. The FF&E shall remain the sole property of Sublandlord, provided, however, upon the Expiration Date or earlier termination of the Sublease, Subtenant shall purchase the FF&E in its “as is” condition from Sublandlord in consideration of the sum of $10.00 and other good and valuable consideration, and Sublandlord shall issue a bill of sale to Subtenant in the form attached hereto as Exhibit E, pursuant to which, Sublandlord shall convey to Subtenant all of Sublandlord’s right, title and interest in and to the FF&E. Upon transfer of title to the FF&E to Subtenant, the same shall be deemed to be the personal property of Subtenant and, except as otherwise agreed to in writing by Prime Landlord, Subtenant shall be responsible for the removal of the FF&E and shall repair all damage resulting from such removal. The obligations of Subtenant as herein provided shall survive the termination of this Sublease. Sublandlord shall provide the existing data cabling in its current condition so that Subtenant may set up its own phone/data network and access control for the Subleased Premises.

Subleased Premises. (a) Subject a. Sublessor hereby subleases to the written consent of Prime Landlord, Sublandlord does hereby sublease to SubtenantSublessee, and Subtenant does Sublessee hereby sublease subleases from Sublandlord, for the Term (as defined herein) and upon the conditions hereinafter provided, the Subleased Premises, as outlined on the plan attached hereto and made a part hereof as Exhibit A. The Subleased Premises shall not be subject to remeasurement during the Term. Additionally, Subtenant is hereby granted the nonexclusive right to use the first floor common areas of the 12790 Building shown on Exhibit C hereto and the Common Area amenities of the 12790 Building and the Project (including the Common Amenity Space, as defined in the Third Amendment) to the extent of Sublandlord’s rights to use the same pursuant to the Prime Lease, in common with Sublandlord, other tenants of the 12790 Building and future subtenants of the Premises (collectively, the “Common Areas”), throughout the Term (herein defined). Subtenant covenants that its use of the Subleased Premises and Common Areas shall at all times comply with any and all terms, conditions and provisions of the Prime Lease and with any rules and regulations established by Prime Landlord or Sublandlord from time to time. (b) Subtenant shall accept the Subleased PremisesSublessor, upon and subject to the terms and conditions herein set forthforth herein, in its “as isthe entire leased premises by the Sublessor under the Master Lease, where is and with all faults” condition, broom clean, vacant except for the FF&E following surfaces (defined below)such subleased portions, but otherwise as existing the “Subleased Premises”): i. all of the offices on the date of this Sublease. Subtenant acknowledges that no representations, statements or warranties, express or implied, have been made by or on behalf 2nd floor of the Sublandlord with respect to Premises, whose surfaces are evidenced in pink in the condition floor plan attached hereto as Annex 1 (the “Excluded Offices”); and ii. the staircase connecting all three floors of the Subleased Premises, compliance with any laws, ordinances, statutes, or regulations, including, but not limited to, the Americans with Disabilities Act of 1991, 42 USC § 1201 et seq. surface if which is evidenced in yellow and all regulations applicable thereto promulgated as of the date hereof (collectively “ADA”), or the use or occupation that may be made thereof, all of which are hereby expressly disclaimed surrounded by Sublandlord and waived by Subtenant, and that Sublandlord shall in no event whatsoever be liable for any latent defects a purple dashed line in the Subleased Premises or in the equipment therein (except floor plan attached hereto as otherwise provided herein); Sublandlord shall not be liable if Prime Landlord fails to consent to this Sublease prior to the Anticipated Commencement Date, and, except as otherwise provided herein, this Sublease shall not be void or voidable and Sublandlord shall not be deemed to be in default under this Sublease or otherwise liable to Subtenant for any claims, damages or liabilities in connection therewith and in such event Subtenant agrees to accept possession of the Subleased Premises at such time as Sublandlord is able to obtain Prime Landlord’s consent and tender possession of the Subleased Premises. Neither Prime Landlord nor Sublandlord shall have any obligation for completing any alterations, improvements, repairs or decorations to the Subleased Premises, or provide an allowance for the same, prior to the Commencement Date. Annex 1. b. Notwithstanding the foregoing, Subtenant represents thatSublessor shall permit Sublessee to use any vacant or unused portion of the Excluded Offices upon the request of Sublessee (Sublessor’s consent to any such request not to be unreasonably withheld, to its knowledgeconditioned or delayed), and such portion of the Excluded Offices so occupied by Sublessee shall be considered Subleased Premises is in good, vacant, broom clean condition, and in compliance with for all laws, and all building systems serving purposes hereunder for the Subleased Premises are in good operating condition. (c) Subtenant shall have the right to duration of Sublessee’s use the furniture and equipment currently existing in the Subleased Premises, the inventory of which is listed on Exhibit D attached hereto and made a part hereof (the “FF&E”), during the Sublease Term at no additional cost to Subtenant. Subtenant shall accept the Furniture in its currently existing “as-is” condition and Sublandlord makes no representation or warranty regarding the condition such portion of the FF&E or its suitability for Subtenant’s intended use. Subtenant shall use reasonable, good faith and diligent efforts to keep the FF&E in good condition and repair, and shall be responsible for repairing any damage which occurs to the FF&E during the Sublease Term and for replacing any lost or stolen items of FF&E. The FF&E shall remain the sole property of Sublandlord, provided, however, upon the Expiration Date or earlier termination of the Sublease, Subtenant shall purchase the FF&E in its “as is” condition from Sublandlord in consideration of the sum of $10.00 and other good and valuable consideration, and Sublandlord shall issue a bill of sale to Subtenant in the form attached hereto as Exhibit E, pursuant to which, Sublandlord shall convey to Subtenant all of Sublandlord’s right, title and interest in and to the FF&E. Upon transfer of title to the FF&E to Subtenant, the same shall be deemed to be the personal property of Subtenant and, except as otherwise agreed to in writing by Prime Landlord, Subtenant shall be responsible for the removal of the FF&E and shall repair all damage resulting from such removal. The obligations of Subtenant as herein provided shall survive the termination of this Sublease. Sublandlord shall provide the existing data cabling in its current condition so that Subtenant may set up its own phone/data network and access control for the Subleased PremisesExcluded Offices.