SUBLEASE (Cedar Associates LLC)

Exhibit 10.24

SUBLEASE

(Cedar Associates LLC)

          THIS SUBLEASE (this “Sublease”) is made as November 30, 2006, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇ PARTNERS GROUP INC., a Delaware corporation (“Sublessor”) and CEDAR ASSOCIATES LLC, a California limited liability company (“Sublessee”).

          The parties enter this Sublease on the basis of the following facts, understandings and intentions:

          A. Sublessor, as successor in interest to ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners Group LLC, a Delaware limited liability company, is the tenant under that certain Lease dated as of February 24, 2000 (the “Original Lease”), as amended by that certain First Amendment to Office Lease, dated March 21, 2000, and as amended by that certain Second Amendment to Office Lease dated December 18, 2000 (as amended, the “Master Lease”) between Sublessor and MIDDLEFIELD PARK, a California general partnership (“Landlord”), of premises more particularly described therein (“Premises”) located on the third floor of Building A, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the “Building”);

          B. Sublessor represents that a true and correct copy of the Master Lease is attached hereto as Exhibit A;

          C. The portion of the Premises to be sublet pursuant to this Sublease includes approximately Two Thousand Eight Hundred Fifty (2,850) net rental square feet of space consisting of a portion of the 3^rd Floor of the Building (hereinafter the “Subleased Premises”), as more particularly set forth on Exhibit B attached hereto; and

          D. Sublessor desires to sublease to Sublessee the Subleased Premises, and Sublessee desires to sublease the Subleased Premises from Sublessor, pursuant to the terms and conditions hereof.

          NOW, THEREFORE, the parties agree as follows:

          1. Agreement to Sublease. Subject to the terms and conditions of this Sublease and to Landlord’s consent, Sublessor hereby subleases to Sublessee and Sublessee subleases and hires from Sublessor the Subleased Premises, together with all of Sublessor’s right, title and interest in and to the personal property of Sublessor listed and scheduled on Exhibit C attached hereto (the “Personal Property”), for a term commencing on the later to occur of: (i) Sublessor’s delivery of possession of the Subleased Premises, or (ii) Landlord’s consent to this Sublease as set forth in Section 13 below, or (iii) December 15, 2006 (the “Commencement Date”), and ending on December 17, 2010 (“Expiration Date”). If the Commencement Date has not occurred for any reason by January 15, 2007, then Sublessee may terminate this Sublease at any time until such Commencement Date has occurred by written notice to Sublessor, whereupon this Sublease shall terminate and Sublessor shall promptly refund to Sublessee the Security Deposit and all funds deposited by Sublessee with Sublessor under this Sublease.

          2. Rent and Additional Charges.

          a. Subject to the provisions of Section 3.c, Sublessee shall pay to Sublessor as rent (“Base Rent”) for the Subleased Premises in advance on the first day of each calendar month during the term of this Sublease commencing on the Commencement Date Six Thousand Eight Hundred Forty Dollars ($6,840). On each anniversary of the Commencement Date (the “Adjustment Date”), the Base Rent shall be adjusted upward by three percent (3%) of the Base Rent payable for the immediately preceding year.

          b. Sublessee shall also be responsible, and pay (within thirty days after its receipt of a reasonably detailed invoice from Sublessor), for Sublessee’s Pro Rata Share of any additional charges and expenses (“Additional Rent”) imposed by Landlord pursuant to the terms of the Master Lease that are generally applicable to the entire Premises (e.g., the operating expenses stated in Section 7 of the Master Lease). As used herein, “Sublessee’s Pro Rata Share” means 14.9% (2,850 rentable square feet/19,136 rentable square feet). In addition, Sublessee shall be responsible for all other expenses requested by Sublessee and related specifically to Sublessee’s use and occupancy of the Subleased Premises (e.g., after-hours HVAC, additional cleaning, excess utilities, etc.). Notwithstanding the foregoing or anything to the contrary contained in this Sublease, Sublessee shall not be required to pay any Additional Rent that is (i) fairly allocable to any period of time before or after the term of this Sublease (except with respect to any holdover by Sublessee after the Expiration Date) or with respect to any portion of the Premises other than the Subleased Premises (the “Remaining Premises”), (ii) due as a result of any default by Sublessor (through no fault of Sublessee) of any of Sublessor’s obligations under the Master Lease, (iii) payable as a result of the negligence or willful misconduct of Sublessor or any of its employees, sublessees, agents or contractors, or (iv) related specifically to any use or occupancy of any portion of the Remaining Premises (e.g., after-hours HVAC, additional cleaning, excess utilities, etc.).

          c. Notwithstanding the foregoing, Base Rent and Additional Rent (collectively, “Rent”) for any period during the term of this Sublease which is for less than one full month shall be a pro rata portion of the monthly installment based on the actual number of days in the partial month.

          d. If Sublessor receives any abatement of rent under the terms of the Master Lease, Sublessee shall receive a corresponding abatement of Rent to the extent the abatement relates to the Subleased Premises.

          3. Intentionally Omitted.

          4. Master Lease Terms.

          a. Except as otherwise provided in or expressly amended by this Sublease, this Sublease is subject to all of the terms and conditions of the Master Lease and Sublessee hereby covenants and agrees to perform all of the obligations of Sublessor as Tenant under the Master Lease to the extent said terms and conditions are applicable to the Subleased Premises and Sublessee shall be entitled to all of the rights of Sublessor under the Master Lease to the extent said terms and conditions are particularly applicable to the Subleased Premises, including Sublessee’s Pro Rata Share of Sublessor’s parking and signage rights. The rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Subleased Premises, provided the words “Landlord” and “Tenant” in the Master Lease will be deemed to refer to Sublessor and Sublessee, respectively. Sublessee shall be entitled to receive all services to be rendered by Landlord to the Sublessor under the Master Lease applicable to the Subleased Premises; provided Sublessor shall have no obligation to provide such services, but only to cooperate with Sublessee and use commercially reasonable, good faith efforts to cause Landlord to provide such services. Sublessee shall not commit, nor permit to be committed on the Subleased Premises, any act or omission which would violate any term or condition of the Master Lease or be cause for termination of the Master Lease by Landlord. Sublessee recognizes that Sublessor is not in a position to render any services or to perform any of the obligations required of Landlord under the terms of the Master Lease. Sublessee agrees that performance by Sublessor of its obligations under this Sublease may be conditioned upon performance by Landlord of its corresponding obligations under the Master Lease, and Sublessor will not be liable to Sublessee for any default of Landlord under the Master Lease or any sublessee under any other sublease. Upon Sublessee’s request, Sublessor shall make reasonable efforts to cause Landlord to perform its obligations under the Master Lease (and to cause any other sublessee of Sublessor to perform its obligations under such sublease). Such efforts shall include, without limitation, upon Sublessee’s request, immediately notifying Landlord of its non-performance under the Master Lease and requesting that Landlord perform its obligations under the Master Lease. Notwithstanding the foregoing, Sublessor shall not exercise any derivative right it may have to terminate this Sublease by virtue of rights granted in the Master Lease unless Sublessor is also concurrently terminating or has terminated its rights as tenant in and to the Subleased Premises.

          b. Sublessor represents to Sublessee that the Master Lease represents that entire agreement between Landlord and Sublessor respecting the subject matter thereof, is in full force and effect, and that no default or event that, with the passing of time or the giving of notice or both, would constitute a default, exists on the part of

execution and delivery of this Sublease, which is based on alleged conversations or negotiations by said person, firm or corporation with the indemnifying party. Sublessor shall pay Brokers a brokerage commission pursuant to a separate agreement.

          IN WITNESS WHEREOF, the parties hereto have executed this Sublease on the day and year first above written.

SUBLESSOR						SUBLESSEE
▇▇▇▇▇▇ ▇▇▇▇▇▇ PARTNERS GROUP INC.						CEDAR ASSOCIATES LLC
BY:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇					BY:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
	ITS:	Partner					ITS:	Principal

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▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Real Estate Notices