Common use of FF&E Clause in Contracts

FF&E. During the Term of this Sublease, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right to use all office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed in Exhibit C (the “FF&E”), conditioned upon (a) Subtenant’s agreement that Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. Subtenant shall be responsible for the repair and maintenance of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposed.

FF&E. During the Term Term, and in consideration of this Subleasethe FF&E Rent payable by Tenant, Sublandlord grants pursuant to SubtenantSection 3.2, free of charge and at no extra rental, the right Subtenant shall be permitted to use all the existing modular and office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed associated data cabling described in more particular detail in Exhibit C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, conditioned upon and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (a“Vanguard”) Subtenant’s agreement for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Lawcabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, ruleat its sole cost and expense, specification or contract pertaining theretofor the operation and maintenance of the Storage Facility; patent infringement or latent defectsprovided, however: that in the event that Sublandlord elects to discontinue its use of the Storage facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option, Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility, Subtenant shall have access to such FF&E, and (b) may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s acceptance thereof on an “AS ISdelivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, WHERE IS” basisSubtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair and maintenance of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is used by Subtenant at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligationSubleased Premises, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove reasonable wear and dispose of any or all of the FF&E identified on Exhibit C attached hereto as tear excepted. Subtenant shall elect in its sole discretion andnot materially modify, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from reconfigure or relocate any affixed cubicles located within the Subleased Premises nor (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant have any obligation to compensate Sublandlord monetarily or otherwise must provide a plan for such items so removed reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and disposed.Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.

FF&E. During Effective upon the Term of this SubleaseInitial Premises Commencement Date, Sublandlord grants shall be deemed to Subtenanthave sold, free and Subtenant shall be deemed to have purchased, for the consideration of charge One Dollar ($1.00), all of Sublandlord’s right, title and at no extra rental, interest in the right to use all office furniture, cubicles and other related furniture, fixtures and equipment owned by listed on Exhibit B-1 hereto (the “Initial Premises FF&E”). Effective upon the Expansion Premises Commencement Date, Sublandlord shall be deemed to have sold, and Subtenant shall be deemed to have purchased, for the consideration of One Dollar ($1.00), all of Sublandlord’s right, title and interest in the furniture, fixtures and equipment listed in on Exhibit C B-2 hereto (the “Expansion Premises FF&E” and, together with the Initial Premises FF&E, the “FF&E”). Subtenant shall accept the FF&E in its then “AS-IS” condition and state of repair, conditioned upon (a) Subtenant’s agreement subject to any and all defects therein, latent or otherwise; provided, however, Sublandlord shall, prior to the applicable Commencement Date, decommission any FF&E that contains Hazardous Materials and Sublandlord has not made and does not make shall be responsible for any express or implied warranty or representation sales tax with respect to the merchantability thereof transfer of the FF&E. Subject to the foregoing, Subtenant waives any claim or its action against Sublandlord in respect of the condition of the FF&E and neither Sublandlord nor any of Sublandlord’s agents has made or makes any warranty or representation, express or implied, with respect to the condition of the FF&E, including without limitation any warranty of fitness for any particular purpose; the design purpose or condition thereof; as to any other matter whatsoever respecting the quality or capacity thereof; workmanship or compliance thereof with condition of the requirements FF&E. During the Term, the provisions of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, the Master Lease and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. this Sublease applicable to the personal property of Subtenant shall be responsible for the repair and maintenance of applicable to the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout including without limitation Subtenant’s obligation to insure the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to FF&E. Subtenant, without representation or warrantyat its sole cost and expense, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during Building upon the ten (10) business day period prior expiration or earlier termination of this Sublease. Sublandlord and Subtenant agree that no portion of the Base Rent or Additional Rent payable under this Sublease is attributable to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposed.FF&E.

FF&E. During the Term Term, and in consideration of this Subleasethe FF&E Rent payable by Tenant pursuant to Section 3.2, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right Subtenant shall be permitted to use all the existing modular and office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed associated data cabling described in more particular detail in Exhibit C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, conditioned upon and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (a“Vanguard”) Subtenant’s agreement for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Lawcabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, ruleat its sole cost and expense, specification or contract pertaining theretofor the operation and maintenance of the Storage Facility; patent infringement or latent defectsprovided, however; that in the event that Sublandlord at any time elects to discontinue its use of the Storage Facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option, Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility. Subtenant shall have access to such FF&E, and (b) may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s acceptance thereof on an “AS ISdelivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, WHERE IS” basisSubtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair and maintenance of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is used by Subtenant at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligationSubleased Premises, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove reasonable wear and dispose of any or all of the FF&E identified on Exhibit C attached hereto as tear excepted. Subtenant shall elect in its sole discretion andnot materially modify, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from reconfigure or relocate any affixed cubicles located within the Subleased Premises nor (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith, Subtenant have any obligation to compensate Sublandlord monetarily or otherwise must provide a plan for such items so removed reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and disposed.Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.

FF&E. During the Term Term, and in consideration of this Subleasethe FF&E Rent payable by Tenant pursuant to Section 3.2, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right Subtenant shall be permitted to use all the existing modular and office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed associated data cabling described in more particular detail in Exhibit C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “FF&E”). The FF&E is currently located in the Subleased Premises, conditioned upon and additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (a“Vanguard”) Subtenant’s agreement for Sublandlord (the “Storage Facility”). Subtenant shall accept the FF&E in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Lawcabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, ruleat its sole cost and expense, specification or contract pertaining theretofor the operation and maintenance of the Storage Facility; patent infringement or latent defectsprovided, however, that in the event that Sublandlord elects to discontinue its use of the Storage Facility, which Sublandlord may do at any time after April 1, 2016 (but not before then), Sublandlord shall so notify Subtenant and, at Subtenant’s option. Subtenant may arrange with Vanguard to continue to utilize the Storage Facility at Subtenant’s cost. So long as FF&E is stored in the Storage Facility. Subtenant shall have access to such FF&E, and (b) may use, deposit, return, exchange and/or replace such FF&E, utilizing the online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall work directly with Vanguard to coordinate Vanguard’s acceptance thereof on an “AS ISdelivery and restocking of FF&E to and from the Storage Facility and the Subleased Premises. Sublandlord shall not be required to maintain any specific inventory levels of FF&E. For purposes of documenting the current condition of the FF&E in the Subleased Premises, WHERE IS” basisSubtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair. Subtenant shall use the FF&E only for the purposes for which such FF&E is intended and shall be responsible for the proper maintenance, insurance, care and reasonable repair and maintenance of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is used by Subtenant at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligationSubleased Premises, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove reasonable wear and dispose of any or all of the FF&E identified on Exhibit C attached hereto as tear excepted. Subtenant shall elect in its sole discretion andnot materially modify, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from reconfigure or relocate any affixed cubicles located within the Subleased Premises nor (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles) without first obtaining Sublandlord’s consent, which consent may not be unreasonably withheld, conditioned or delayed (by way of example, the parties agree that it would be reasonable for Sublandlord to withhold consent if the color palette of proposed additions or substitutions were not consistent with the existing FF&E (e.g., neutral colors would be acceptable), or if the number of cubicles were to be reduced (other than to an incidental extent), or if substitutions proposed by Subtenant were not of a quality consistent with the existing FF&E, or if Subtenant proposed to install non-adjustable workstations); provided, however, that Subtenant shall not be required to secure Sublandlord’s consent for cubicle reconfigurations of less than 15 cubicles, but in connection therewith. Subtenant have any obligation to compensate Sublandlord monetarily or otherwise must provide a plan for such items so removed reconfiguration to Sublandlord which will become the basis for delivery/restoration of the Subleased Premises upon the expiration or earlier termination of this Sublease. Subtenant shall not be obligated to remove or restore any FF&E upon the expiration of the Term, unless required by Sublandlord in connection with any consent given by Sublandlord if required hereunder. Sublandlord and disposed.Subtenant shall reasonably cooperate with each other regarding the use and storage of the FF&E.

FF&E. During the Term For purposes of this Sub-Sublease, Sublandlord grants to Subtenant“FF&E” shall mean, free of charge and at no extra rentalcollectively, the right to use all office furniture, cubicles and other related furniture, fixtures and equipment owned by as described on Schedule C. Sub-Subtenant agrees to accept the FF&E in its “as-is” condition on the Sub-Sublease Commencement Date. On the Sub-Sublease Commencement Date, all FF&E shall become the property of Sub-Subtenant. On the date hereof, Sub-Sublandlord and listed Sub-Subtenant shall execute a Bill of Sale substantially in Exhibit C (the “FF&E”)form annexed to this Sub-Sublease as Schedule D. The FF&E is being made available to Sub-Subtenant without representation or warranty by Sub-Sublandlord as to its condition, conditioned upon (a) state of repair or suitability for Sub-Subtenant’s agreement that use, or any other matter related thereto, and Sub-Sublandlord has not made and does not make shall have no liability or obligations of any express or implied warranty or representation nature whatsoever to Sub-Subtenant with respect to the merchantability thereof or its fitness FF&E. No portion of the Rental due hereunder shall be deemed for any particular purpose; purpose paid on account of the design conveyance or condition thereof; leasing of the quality FF&E. Sub-Subtenant shall pay when due all sales taxes, if any, imposed by the City or capacity thereof; workmanship or compliance thereof State of New York in connection with the requirements transfer of any Lawownership of the FF&E to Sub-Subtenant as herein provided. Upon the Sub-Sublease Expiration Date, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. Sub- Subtenant shall be responsible for remove all FF&E from the repair Sublease Premises. Sub-Subtenant acknowledges and maintenance agrees that the FF&E will remain in the Sublease Premises as of the FF&ESub-Sublease Commencement Date and that Sub-Sublandlord shall have no obligation to remove the FF&E from the Sublease Premises, in as good nor shall the removal of such be a condition as when received (normal wear and tear and damage by fire to the Sub-Sublease Commencement Date or other casualty excepted) throughout Sub-Sublease Rent Commencement Date. Notwithstanding anything to the contrary, if this Sub-Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days shall terminate prior to the expiration of the Sub-Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely mannerExpiration Date set forth herein, then Sublandlord shall transfer title to the FF&E to Subtenantthen, without representation or warrantyat Sub-Sublandlord’s sole election, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sub-Sublandlord shall have the right to remove require that Sub- Subtenant leave in the Sublease Premises the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of or portions thereof specified by Sub- Sublandlord), which FF&E so left in the Sublease Term). The preceding to the contrary notwithstandingPremises shall be deemed abandoned and Sub- Sublandlord may retain, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the rightremove, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and use and/or dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation same without accountability to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedSub- Subtenant.

FF&E. During the Term of this Sublease, Sublandlord grants shall sell to Subtenant, free pursuant to the terms of charge and at no extra rentalthe Bxxx of Sale attached hereto as Exhibit C, without representation or warranty except as expressly set forth in the right to use Bxxx of Sale (i) on the Start Date, all office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed on Schedule 1 to the Bxxx of Sale, which list does not include those items listed on Schedule 2 to the Bxxx of Sale which shall be removed by Sublandlord on or before July 16, 2010 and (ii) at such time as Sublandlord vacates the Server Room, the UPS System and all of Sublandlord’s right, title and interest, if any, in Exhibit C and to the Back-up Generator in its then as-is condition (the “FF&EEquipment”). During the Sublease Term prior to the sale to Subtenant of the Equipment as provided in the immediately preceding sentence, conditioned upon Sublandlord grants to Subtenant, at no additional cost, the non-exclusive right to use the Equipment to supply back-up power to Subtenant’s server room and critical lab equipment located in the Building (collectively, “Subtenant’s Equipment”) so long as such use does not interfere with Sublandlord’s use of the Server Room and/or the Equipment. Except to the extent due to the gross negligence or willful misconduct of Sublandlord or Sublandlord’s violation of this Sublease, (a) Sublandlord shall have no liability to Subtenant of any kind under any circumstances arising out of or in connection with the Equipment or Subtenant’s agreement that Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition use thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant hereby releases Sublandlord from and against any and all claims, damages, costs, expenses and liabilities (collectively, “Equipment Claims”) arising out of or in connection with the Equipment and/or Subtenant’s acceptance use thereof on an “AS IS, WHERE IS” basis. and (c) Subtenant shall be responsible for the repair indemnify, defend and maintenance hold Sublandlord harmless from and against any and all Equipment Claims arising out of the FF&E, or in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Termconnection with Subtenant’s use thereof. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior Notwithstanding anything to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E contrary contained in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&ESublease, Sublandlord shall have the right to remove terminate, by written notice to Subtenant, Subtenant’s non-exclusive right to use the FF&E from Equipment in the Subleased Premises during the ten event that either (10i) business day period prior to the expiration Subtenant uses more than 250kW of the Sublease Term). The preceding to UPS System as indicated on the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some control panel of the FF&E is at UPS System, or (ii) Subtenant installs any equipment other than Subtenant’s Equipment which would utilize the end Equipment without first obtaining Sublandlord’s prior written consent, which consent may be withheld if such equipment would materially interfere with Sublandlord’s operations or its use of its useful life and has no value the Equipment and/or Server Room. Subject to Subtenant. ’s default under this Sublease and force majeure, Sublandlord hereby agrees that Subtenant shall have use commercially reasonable efforts to operate and maintain the right, but not the obligation, Equipment in good condition at Subtenant’s sole cost and expense, at any time during all times throughout the Sublease TermTerm in accordance with manufacturer’s specifications and maintain all required governmental permits in connection therewith, to remove and dispose of any or all of including the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedBay Area Air Quality Management District permit.

FF&E. During (a) Subject to the Term of this Subleaseterms and conditions hereof, Sublandlord grants and subject, further, to Subtenantthe limitations set forth in Subsection 37(b) below, free of Landlord shall provide Tenant with the right and license to utilize during the Term, at Tenant’s sole risk, cost, and expense and without additional charge and at no extra rentaltherefor, the right to use all office existing furniture, cubicles and other related furniturefixtures, fixtures and equipment owned by Sublandlord located in the Premises and specifically described and listed in on the inventory attached as Exhibit C attached hereto and incorporated herein (collectively, the “Existing FF&E”). Any and all costs and expenses of maintaining, conditioned upon repairing, replacing, connecting, moving, installing, and/or reinstalling any such Existing FF&E to, from, and/or within the Premises shall be the sole responsibility of Tenant, shall be paid by Tenant as and when due, and in no event shall Landlord have any liability or responsibility therefor. Title to the Existing FF&E shall remain in Landlord’s name during the Term. Nothing contained herein shall be deemed a representation, warranty, or guaranty by or from Landlord as to the condition, value, utility, merchantability, or title of or to the Existing FF&E, or any portion thereof, and Landlord hereby expressly disclaims any and all warranties in connection with the Existing FF&E, including, without limitation, warranties of title, merchantability, condition, and fitness, and in no event shall Landlord have any liability or responsibility of any type whatsoever with respect thereto. It is hereby acknowledged, understood, and agreed that (a) Subtenant’s agreement that Sublandlord has not made and does not make any express or implied warranty or representation with respect to Tenant is accepting all such Existing FF&E in its “AS IS” condition as existing as of the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defectsdate hereof, and (b) Subtenant’s acceptance thereof on an “AS ISas of the Termination Date, WHERE IS” basis. Subtenant (i) the Existing FF&E shall be and become the property of Tenant, (ii) Tenant shall pay to Landlord the sum of One and No/100 Dollars ($1.00) as the purchase price therefor, and (iii) Landlord shall deliver to Tenant a xxxx of sale (without warranties) for the Existing FF&E. Tenant shall in any event be solely responsible for the repair and maintenance removal of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the Existing FF&E from the Subleased Premises during and the ten (10) business day period prior to disposal of the same upon the expiration or termination of the Sublease Term). The preceding to the contrary notwithstandingPrime Lease, Subtenant hereby discloses to Sublandlord that some of the FF&E is all at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at SubtenantTenant’s sole cost and expense, at any time during . While Tenant shall not be obligated to maintain the Sublease Term, to remove and dispose of any or all Existing FF&E in substantially the same condition as existing as of the date hereof, or otherwise perform any maintenance or repair work with respect thereto, should this Lease or Tenant’s right to possession hereunder be terminated due to a default by Tenant hereunder, then in such event Landlord’s damages shall expressly include the “fair market value” of the Existing FF&E identified on had such Existing FF&E been so maintained in substantially the same condition as existing as of the date hereof, and otherwise in good condition or repair, such that Landlord could reasonably reuse the same in substantially the same manner, reasonable wear and tear excepted. Notwithstanding the foregoing, Landlord shall maintain the Existing FF&E in the same condition it is in as of the date hereof, normal wear and tear excepted, until the Commencement Date. Tenant shall receive a credit of $107,500.00 against its Basic Rent payment obligations hereunder as consideration for Tenant to purchase furniture in addition to the Existing FF&E set forth in Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedhereto.

FF&E. During The Sublease hereunder also includes the Term of this Sublease, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right license to use all office furnitureSublandlord’s offices, cubicles cubicles, and other related furnitureFF&E located within the Sublease Premises, fixtures and equipment owned by Sublandlord and listed in a list of which is attached hereto as Exhibit C B (the “FF&E”), conditioned upon (a) Subtenant’s agreement that Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. Subtenant shall be responsible for maintain the repair and maintenance FF&E in the same condition as received throughout the Term. In the event of any damage to the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing shall provide written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, such damage and Subtenant shall be responsible for the costs make any and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord all repairs that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, are necessary at Subtenant’s sole cost and expense. If Subtenant fails to make any repairs to the FF&E for more than fifteen (15) days after notice from Sublandlord (although notice shall not be required if there is an emergency), at any time Sublandlord may, but shall not be required to, make the repairs, and Subtenant shall pay the reasonable cost of the repairs to Sublandlord within thirty (30) days after receipt of an invoice, together with an administrative charge in an amount equal to ten percent (10%) of the cost of the repairs. At all times during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have insure the FF&E for its full replacement value. Subtenant shall surrender the FF&E on the End Date or earlier termination of this Sublease in the same condition as received, reasonable wear and tear excepted. This Sublease and the license rights granted in connection herewith shall not include any right to require Sublandlord to provide any maintenance or repair or any technical or server support for any FF&E or any facilities within the Sublease Premises. Sublandlord makes no obligation representation or warranty as to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed FF&E, and disposedhereby expressly DISCLAIMS ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

FF&E. During This Sublease shall include a lease of all of the Term of this Sublease, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right to use all office furniture, cubicles and other related furniture, fixtures furniture and equipment owned by Sublandlord listed on Exhibit B attached hereto and listed in Exhibit C made a part hereof (the “FF&E”), conditioned upon (a) Subtenant’s agreement that Sublandlord has not made and does not make any express or implied warranty or representation with respect . The FF&E shall be delivered to Subtenant on the Commencement Date in its “AS-IS” condition. Prior to the merchantability thereof or its fitness for any particular purpose; Commencement Date and during the design or condition thereof; Term, Subtenant shall maintain a property loss insurance policy with guaranteed replacement cost coverage on the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, FF&E and (b) Subtenant’s acceptance thereof on an cause Sublandlord to be named as “AS IS, WHERE ISadditional insured” basisand “loss payee” thereon. Subtenant shall be responsible for deliver certificate evidencing such insurance coverage to Sublandlord simultaneously with its tender of an executed Sublease. Currently, personal property taxes are not assessed against the repair and maintenance of FF&E. To the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase extent personal property taxes are assessed against the FF&E during the Term, Subtenant shall pay Sublandlord such amounts as additional rent due hereunder. If the bills for $1.00 at the end of the Term of this Sublease by providing written notice such personal property tax come to Sublandlord, Sublandlord at least in its reasonable judgment shall equitably apportion same and Subtenant shall pay Sublandlord such tax within ten (10) business days prior to of a demand therefor as additional rent due hereunder. During the expiration of the Sublease Term. If , Subtenant exercises its option to purchase shall maintain the FF&E in a timely mannergood repair and condition, then and except in the event of an insured casualty, shall make any repairs and replacements required to maintain the FF&E in the same condition it is in on the Commencement Date, reasonable wear and tear excepted. If on the Expiration Date Subtenant has fulfilled all of its material obligations under this Sublease, Sublandlord shall transfer title be deemed to sell the FF&E to Subtenant, without representation or warranty, effective Subtenant for One Dollar ($1.00) as of the End Date, Expiration Date and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Sub-Premises during in connection with its surrender of the ten (10) business day period Sub-Premises. If Subtenant exercises its termination option pursuant to Article 2 hereof or if this Sublease is terminated due to Subtenant’s default or condemnation, the FF&E shall be returned to Sublandlord in the same condition it is in on the Commencement Date, reasonable wear and tear and loss by fire or other insured casualty excepted. In the event of loss by fire or other casualty, Subtenant shall return the FF&E with the insurance proceeds required to repair and replace same. Notwithstanding anything to the contrary contained herein, Sublandlord will be removing certain furniture and equipment that not listed on Exhibit B from the Sub-Premises prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or otherwise for such items so removed and disposedCommencement Date.

FF&E. During Subject to the Term terms of this SubleaseSection 19, Sublandlord grants effective as of the Commencement Date (the “FF&E Transfer Date”) all of Sublandlord’s right, title and interest in and to Subtenantthe existing fixtures, free of charge equipment and at no extra rental, modular and office furniture located in the right to use all office furniture, cubicles Subleased Premises and other related furniture, fixtures and equipment owned by Sublandlord and listed described in more particular detail on Exhibit C attached hereto, as well as all equipment and data cabling associated therewith (collectively, the “FF&E”), conditioned upon shall automatically be transferred to Subtenant. Sublandlord shall deliver the FF&E in good working order and Subtenant shall accept the FF&E in such current condition without any warranty of fitness from Sublandlord (a) Subtenant’s agreement Subtenant expressly acknowledges that no warranty is made by Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification cabling currently located in or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basisserving the Subleased Premises). Subtenant shall be responsible for For purposes of documenting the repair and maintenance current condition of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days may, prior to the Commencement Date, conduct a walk-through of the Subleased Premises in order to inventory items of damage or disrepair and shall provide good faith corrective comments to the inventory attached to Exhibit C in writing to Sublandlord within fifteen (15) days following the Effective Date of this Sublease, and after the expiration of such fifteen (15) day period, Subtenant shall be deemed to have approved and accepted the Sublease Term. If FF&E. The FF&E shall be transferred to Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without on an “as is” basis with no representation or warrantywarranty of any kind from, effective and no recourse against, Sublandlord; provided, however, that Sublandlord represents and warrants as of the End Date, FF&E Transfer Date that it owns all of the FF&E free and clear of all liens and encumbrances and has the authority to so transfer the FF&E. Subtenant shall be solely responsible for the costs and expenses proper removal of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during and the ten (10) business day period prior to Building in accordance with the expiration terms and provisions of the Sublease Term)Master Lease. The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some transfer of ownership of the FF&E shall occur automatically on the FF&E Transfer Date and this Sublease shall constitute a xxxx of sale evidencing the transfer of the FF&E on the FF&E Transfer Date. Notwithstanding the foregoing provisions of this Section 19 to the contrary, if during the Term Subtenant is in Default hereunder and if Sublandlord terminates Subtenant’s rights to possess the Subleased Premises due to the applicable Default, then at Sublandlord’s election, the end prior transfer of its useful life all of Sublandlord’s right, title and has no value interest in and to the FF&E shall be voidable by Sublandlord upon written notice to such effect delivered to Subtenant. If Sublandlord hereby agrees that so elects to void such transfer, then Sublandlord shall provide notice of such election to Subtenant. In such event, (a) prior to or promptly following the expiration or earlier termination of this Sublease, Sublandlord shall conduct a walk-through of the Subleased Premises to catalog any items of damage, disrepair, misuse or loss among the FF&E (reasonable wear and tear excepted), and (b) Subtenant shall have the right, but not the obligationbe responsible, at Subtenant’s sole cost and expense, at for curing any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace such items of FF&E so removed from the Subleased Premises nor shall Subtenant have (including, with respect to loss, replacing any obligation lost item with a substantially similar new item reasonably acceptable to compensate Sublandlord monetarily or otherwise for such items so removed and disposedSublandlord).