Common use of FF&E Clause in Contracts

FF&E. Effective upon the Initial 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 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 on Exhibit 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, 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 shall be responsible for any sales tax with respect to the transfer of the FF&E. Subject to the foregoing, Subtenant waives any claim or 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 or as to any other matter whatsoever respecting the quality or condition of the FF&E. During the Term, the provisions of the Master Lease and this Sublease applicable to the personal property of Subtenant shall be applicable to the FF&E, including without limitation Subtenant’s obligation to insure the FF&E. Subtenant, at its sole cost and expense, shall remove the FF&E from the Building upon the 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 FF&E.

FF&E. Effective upon During the Initial Premises Commencement Date, Sublandlord shall be deemed to have soldTerm, and in consideration of the FF&E Rent payable by Tenant pursuant to Section 3.2, Subtenant shall be deemed permitted to have purchased, for use the consideration of One Dollar ($1.00), all of Sublandlord’s right, title existing modular and interest in the office furniture, fixtures and equipment listed on and associated data cabling described in more particular detail in Exhibit B-1 C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “Initial Premises FF&E”). Effective upon The FF&E is currently located in the Expansion Premises Commencement Date, Sublandlord shall be deemed to have soldSubleased Premises, and Subtenant shall be deemed to have purchased, additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for the consideration of One Dollar ($1.00), all of Sublandlord’s right, title and interest in the furniture, fixtures and equipment listed on Exhibit B-2 hereto Sublandlord (the “Expansion Premises FF&E” and, together with the Initial Premises FF&E, the “FF&EStorage Facility”). Subtenant shall accept the FF&E in its then “AS-IS” current condition and state of repair, 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 shall be responsible for any sales tax with respect to the transfer of the FF&E. Subject to the foregoing, Subtenant waives any claim or 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 without any warranty or representation, express or implied, of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, at its sole cost and expense, for the operation and maintenance of the Storage Facility; provided, 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, including without limitation any warranty of fitness for any particular purpose or as to any other matter whatsoever respecting the quality or condition of the FF&E. During the Termand may use, the provisions of the Master Lease and this Sublease applicable to the personal property of Subtenant shall be applicable to the deposit, return, exchange and/or replace such FF&E, including without limitation Subtenant’s obligation to insure utilizing the FF&E. online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall remove work directly with Vanguard to coordinate Vanguard’s delivery 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 from in the Building Subleased Premises, Subtenant 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 of the FF&E used by Subtenant at the Subleased Premises, at Subtenant’s sole cost and expense, reasonable wear and tear excepted. Subtenant shall not materially modify, reconfigure or relocate any affixed cubicles located within the Subleased Premises (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 must provide a plan for such 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 Subtenant agree that no portion shall reasonably cooperate with each other regarding the use and storage of the Base Rent or Additional Rent payable under this Sublease is attributable to the FF&E.

FF&E. Effective upon During the Initial Premises Commencement DateTerm 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 deemed 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 have soldSubtenant 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 deemed to have purchased, responsible for the consideration costs and expenses of One Dollar ($1.00)removing the FF&E. If Subtenant does not elect to purchase the FF&E, all of Sublandlord’s right, title and interest then Subtenant shall leave the FF&E in the furnitureSubleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, fixtures and equipment listed on Exhibit B-1 hereto (if Subtenant does not elect to purchase the “Initial Premises FF&E”). Effective upon the Expansion Premises Commencement Date, Sublandlord shall be deemed have the right 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 on Exhibit B-2 hereto (the “Expansion Premises FF&E” and, together with the Initial Premises FF&E, the “FF&E”). Subtenant shall accept remove the FF&E in its then “AS-IS” condition and state of repair, subject to any and all defects therein, latent or otherwise; provided, however, Sublandlord shall, from the Subleased Premises during the ten (10) business day period prior to the applicable Commencement Date, decommission any FF&E that contains Hazardous Materials and Sublandlord shall be responsible for any sales tax with respect expiration of the Sublease Term). The preceding to the transfer of the FF&E. Subject to the foregoingcontrary notwithstanding, Subtenant waives any claim or action against hereby discloses to Sublandlord in respect of the condition that some of the FF&E is at the end of its useful life and neither has no value to Subtenant. 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 or as to any other matter whatsoever respecting the quality or condition of the FF&E. During the Term, the provisions of the Master Lease and this Sublease applicable to the personal property of hereby agrees that Subtenant shall be applicable to have the FF&Eright, including without limitation but not the obligation, at Subtenant’s obligation to insure the FF&E. Subtenant, at its sole cost and expense, shall 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 Building upon the expiration Subleased Premises nor shall Subtenant have any obligation to compensate Sublandlord monetarily or earlier termination of this Sublease. Sublandlord otherwise for such items so removed and Subtenant agree that no portion of the Base Rent or Additional Rent payable under this Sublease is attributable to the FF&E.disposed.

FF&E. Effective upon During the Initial Premises Commencement Date, Sublandlord shall be deemed to have soldTerm, and in consideration of the FF&E Rent payable by Tenant pursuant to Section 3.2, Subtenant shall be deemed permitted to have purchased, for use the consideration of One Dollar ($1.00), all of Sublandlord’s right, title existing modular and interest in the office furniture, fixtures and equipment listed on and associated data cabling described in more particular detail in Exhibit B-1 C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “Initial Premises FF&E”). Effective upon The FF&E is currently located in the Expansion Premises Commencement Date, Sublandlord shall be deemed to have soldSubleased Premises, and Subtenant shall be deemed to have purchased, additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for the consideration of One Dollar ($1.00), all of Sublandlord’s right, title and interest in the furniture, fixtures and equipment listed on Exhibit B-2 hereto Sublandlord (the “Expansion Premises FF&E” and, together with the Initial Premises FF&E, the “FF&EStorage Facility”). Subtenant shall accept the FF&E in its then “AS-IS” current condition and state of repair, 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 shall be responsible for any sales tax with respect to the transfer of the FF&E. Subject to the foregoing, Subtenant waives any claim or 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 without any warranty or representation, express or implied, of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, at its sole cost and expense, for the operation and maintenance of the Storage Facility; provided, 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, including without limitation any warranty of fitness for any particular purpose or as to any other matter whatsoever respecting the quality or condition of the FF&E. During the Termand may use, the provisions of the Master Lease and this Sublease applicable to the personal property of Subtenant shall be applicable to the deposit, return, exchange and/or replace such FF&E, including without limitation Subtenant’s obligation to insure utilizing the FF&E. online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall remove work directly with Vanguard to coordinate Vanguard’s delivery 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 from in the Building Subleased Premises, Subtenant 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 of the FF&E used by Subtenant at the Subleased Premises, at Subtenant’s sole cost and expense, reasonable wear and tear excepted. Subtenant shall not materially modify, reconfigure or relocate any affixed cubicles located within the Subleased Premises (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 must provide a plan for such 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 Subtenant agree that no portion shall reasonably cooperate with each other regarding the use and storage of the Base Rent or Additional Rent payable under this Sublease is attributable to the FF&E.

FF&E. Effective upon During the Initial Premises Commencement Date, Sublandlord shall be deemed to have soldTerm, and in consideration of the FF&E Rent payable by Tenant, pursuant to Section 3.2, Subtenant shall be deemed permitted to have purchased, for use the consideration of One Dollar ($1.00), all of Sublandlord’s right, title existing modular and interest in the office furniture, fixtures and equipment listed on and associated data cabling described in more particular detail in Exhibit B-1 C attached hereto (such furniture, fixtures, and equipment together with any equipment and data cabling, being referred to collectively as the “Initial Premises FF&E”). Effective upon The FF&E is currently located in the Expansion Premises Commencement Date, Sublandlord shall be deemed to have soldSubleased Premises, and Subtenant shall be deemed to have purchased, additional and replacement items of FF&E are located at a storage facility operated by Vanguard Furniture (“Vanguard”) for the consideration of One Dollar ($1.00), all of Sublandlord’s right, title and interest in the furniture, fixtures and equipment listed on Exhibit B-2 hereto Sublandlord (the “Expansion Premises FF&E” and, together with the Initial Premises FF&E, the “FF&EStorage Facility”). Subtenant shall accept the FF&E in its then “AS-IS” current condition and state of repair, 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 shall be responsible for any sales tax with respect to the transfer of the FF&E. Subject to the foregoing, Subtenant waives any claim or 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 without any warranty or representation, express or implied, of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). Sublandlord shall be responsible, at its sole cost and expense, for the operation and maintenance of the Storage Facility; provided, 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, including without limitation any warranty of fitness for any particular purpose or as to any other matter whatsoever respecting the quality or condition of the FF&E. During the Termand may use, the provisions of the Master Lease and this Sublease applicable to the personal property of Subtenant shall be applicable to the deposit, return, exchange and/or replace such FF&E, including without limitation Subtenant’s obligation to insure utilizing the FF&E. online inventory control system operated by Vanguard, and Subtenant, at its sole cost and expense, shall remove work directly with Vanguard to coordinate Vanguard’s delivery 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 from in the Building Subleased Premises, Subtenant 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 of the FF&E used by Subtenant at the Subleased Premises, at Subtenant’s sole cost and expense, reasonable wear and tear excepted. Subtenant shall not materially modify, reconfigure or relocate any affixed cubicles located within the Subleased Premises (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 must provide a plan for such 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 Subtenant agree that no portion shall reasonably cooperate with each other regarding the use and storage of the Base Rent or Additional Rent payable under this Sublease is attributable to the FF&E.

FF&E. Effective upon the Initial Premises Commencement Date(a) Merchant may, Sublandlord shall be deemed in its sole discretion, elect on a Store-by-Store basis to have soldAgent market and sell the FF&E by making one or more FF&E Elections. If Merchant makes one or more FF&E Elections, Agent shall market 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 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 on Exhibit B-2 hereto (the “Expansion Premises FF&E” and, together with the Initial Premises FF&E, the “FF&E”). Subtenant shall accept sell the FF&E in its then “AS-IS” condition the applicable Stores during the time period commencing on the Sale Commencement Date and state of repair, subject to any and all defects therein, latent or otherwiseconcluding on the FF&E Sale Termination Date; provided, however, Sublandlord shall, prior that Agent shall not sell any fixtures affixed to a wall or the floor unless (i) the proceeds to be received from the sale of such fixtures are substantially greater than the estimated cost of repairs to the applicable Commencement Date, decommission any relevant wall or floor; or (ii) the purchaser of such fixtures repairs the wall or floor in a commercially reasonable manner at its own expense. In the event Merchant exercises the FF&E that contains Hazardous Materials and Sublandlord shall be responsible for any sales tax Election with respect to the transfer FF&E in any Store(s), Agent shall be entitled to receive a commission equal to the FF&E Fee, Merchant shall have the right to determine, in the exercise of its reasonable discretion, the sale price of such FF&E. Unless the applicable lessor agrees that FF&E may be abandoned at the applicable Store, all FF&E shall be removed from the Store(s) on or before the FF&E Sale Termination Date. Notwithstanding anything to the contrary herein, the Merchant reserves the right to solicit and simultaneously consider offers to dispose of such property separate and apart from the liquidation process contemplated by this Agreement in which case no FF&E Fee shall be earned by or payable to Agent. The Merchant shall remove any hazardous material, including, without limitation, freon. Expenses incident to removal of such hazardous materials do not constitute expenses of the FF&E. Subject sale of FF&E hereunder and shall be paid by Merchant upon demand by Agent. (b) Merchant shall reimburse reasonable out of pocket expenses attributable to the foregoingsale of FF&E pursuant to the FF&E Expense Budget, Subtenant waives any claim which FF&E Expense Budget shall be mutually agreed upon in writing by Merchant and Agent. On or action against Sublandlord prior to the FF&E Sale Termination Date for each Store, Agent shall leave such Store in respect of the “broom clean” condition (ordinary wear and tear excepted); provided, however, as of the FF&E Sale Termination Date, Agent may abandon in place in a neat and neither Sublandlord nor orderly manner any unsold FF&E at the Stores if a “Vacate and Release” form has been signed by Merchant and delivered to Agent. For the avoidance of Sublandlord’s agents has made or makes any warranty or representationdoubt, express or implied, with respect to the condition of the FF&E, including without limitation any warranty of fitness for any particular purpose or as to any other matter whatsoever respecting the quality or condition of the FF&E. During the Term, the provisions of the Master Lease and this Sublease applicable to the personal property of Subtenant Occupancy Expenses shall not be applicable to the FF&E, including without limitation Subtenant’s obligation to insure the FF&E. Subtenant, at its sole cost and expense, shall remove taken into consideration in determining the FF&E from the Building upon the 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 FF&E.Fee.

FF&E. Effective upon The Sublease hereunder also includes the Initial Premises Commencement Datelicense to use Sublandlord’s offices, Sublandlord shall be deemed to have soldcubicles, and Subtenant shall be deemed to have purchasedother FF&E located within the Sublease Premises, for the consideration a list of One Dollar which is attached hereto as Exhibit B ($1.00), all of Sublandlord’s right, title and interest in the furniture, fixtures and equipment 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 on Exhibit B-2 hereto (the “Expansion Premises FF&E” and, together with the Initial Premises FF&E, the “FF&E”). Subtenant shall accept maintain the FF&E in its then “AS-IS” the same condition and state of repair, 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 shall be responsible for any sales tax with respect to the transfer of the FF&E. Subject to the foregoing, Subtenant waives any claim or 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 or as to any other matter whatsoever respecting the quality or condition of the FF&E. During received throughout the Term, . In the provisions event of the Master Lease and this Sublease applicable to the personal property of Subtenant shall be applicable any damage to the FF&E, including without limitation Subtenant shall provide written notice to Sublandlord of such damage and Subtenant shall make any and all repairs that are necessary at Subtenant’s obligation to insure the FF&E. Subtenant, at its sole cost and expense, shall remove . 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), Sublandlord may, but shall not be required to, make the Building upon repairs, and Subtenant shall pay the expiration 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 Term, Subtenant shall insure the FF&E for its full replacement value. Subtenant shall surrender the FF&E on the End Date or earlier termination of this SubleaseSublease 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 and Subtenant agree that makes no portion of the Base Rent representation or Additional Rent payable under this Sublease is attributable warranty as to the FF&E.FF&E, and hereby expressly DISCLAIMS ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

FF&E. Effective upon Sublandlord shall sell to Subtenant, pursuant to the Initial Premises Commencement terms of the B▇▇▇ of Sale attached hereto as Exhibit C, without representation or warranty except as expressly set forth in the B▇▇▇ 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 B▇▇▇ of Sale, which list does not include those items listed on Schedule 2 to the B▇▇▇ of Sale which shall be deemed to have soldremoved by Sublandlord on or before July 16, 2010 and Subtenant shall be deemed to have purchased(ii) at such time as Sublandlord vacates the Server Room, for the consideration of One Dollar ($1.00), UPS System and all of Sublandlord’s right, title and interest interest, if any, in and to the furniture, fixtures and equipment listed on Exhibit B-1 hereto Back-up Generator in its then as-is condition (the “Initial Premises FF&EEquipment”). Effective upon During the Expansion Premises Commencement DateSublease Term prior to the sale to Subtenant of the Equipment as provided in the immediately preceding sentence, 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 use thereof, (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 use thereof and (c) Subtenant shall indemnify, defend and hold Sublandlord harmless from and against any and all Equipment Claims arising out of or in connection with Subtenant’s use thereof. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall be deemed have the right to have soldterminate, and by written notice to Subtenant, Subtenant’s non-exclusive right to use the Equipment in the event that either (i) Subtenant shall be deemed to have purchaseduses more than 250kW of the UPS System as indicated on the control panel of the UPS System, for or (ii) Subtenant installs any equipment other than Subtenant’s Equipment which would utilize the consideration of One Dollar ($1.00), all of Equipment without first obtaining Sublandlord’s rightprior written consent, title and interest in the furniture, fixtures and which consent may be withheld if such equipment listed on Exhibit B-2 hereto (the “Expansion Premises FF&E” and, together would materially interfere with the Initial Premises FF&E, the “FF&E”). Subtenant shall accept the FF&E in Sublandlord’s operations or its then “AS-IS” condition and state of repair, 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 shall be responsible for any sales tax with respect to the transfer use of the FF&E. Equipment and/or Server Room. Subject to the foregoing, Subtenant waives any claim or 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 or as to any other matter whatsoever respecting the quality or condition of the FF&E. During the Term, the provisions of the Master Lease and this Sublease applicable to the personal property of Subtenant shall be applicable to the FF&E, including without limitation Subtenant’s obligation to insure the FF&E. Subtenant, at its sole cost and expense, shall remove the FF&E from the Building upon the expiration or earlier termination of this Sublease. Sublandlord and Subtenant agree that no portion of the Base Rent or Additional Rent payable default under this Sublease is attributable and force majeure, Sublandlord shall use commercially reasonable efforts to operate and maintain the FF&E.Equipment in good condition at all times throughout the Sublease Term in accordance with manufacturer’s specifications and maintain all required governmental permits in connection therewith, including the Bay Area Air Quality Management District permit.

FF&E. Effective upon Subject to the Initial Premises terms of this Section 19, effective as of the Commencement Date (the “FF&E Transfer 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 and to the furnitureexisting fixtures, fixtures equipment and equipment listed modular and office furniture located in the Subleased Premises and described in more particular detail on Exhibit B-1 hereto C attached hereto, as well as all equipment and data cabling associated therewith (collectively, the “Initial Premises FF&E”), shall automatically be transferred to Subtenant. Effective upon Sublandlord shall deliver the Expansion Premises FF&E in good working order and Subtenant shall accept the FF&E in such current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). For purposes of documenting the current condition of the FF&E, Subtenant 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 shall be deemed to have soldwithin 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 purchasedapproved and accepted the FF&E. The FF&E shall be transferred to Subtenant on an “as is” basis with no representation or warranty of any kind from, and no recourse against, Sublandlord; provided, however, that Sublandlord represents and warrants as of the 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 consideration proper removal of One Dollar ($1.00)the FF&E from the Subleased Premises and the Building in accordance with the terms and provisions of the Master Lease. The transfer of ownership of the FF&E shall occur automatically on the FF&E Transfer Date and this Sublease shall constitute a ▇▇▇▇ 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 prior transfer of all of Sublandlord’s right, title and interest in the furniture, fixtures and equipment listed on Exhibit B-2 hereto (the “Expansion Premises FF&E” and, together with the Initial Premises FF&E, the “FF&E”). Subtenant shall accept to the FF&E in its shall be voidable by Sublandlord upon written notice to such effect delivered to Subtenant. If Sublandlord so elects to void such transfer, then “AS-IS” condition and state Sublandlord shall provide notice of repairsuch election to Subtenant. In such event, subject to any and all defects therein, latent or otherwise; provided, however, Sublandlord shall, (a) prior to the applicable Commencement Date, decommission any FF&E that contains Hazardous Materials and Sublandlord shall be responsible for any sales tax with respect to the transfer of the FF&E. Subject to the foregoing, Subtenant waives any claim or 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 or as to any other matter whatsoever respecting the quality or condition of the FF&E. During the Term, the provisions of the Master Lease and this Sublease applicable to the personal property of Subtenant shall be applicable to the FF&E, including without limitation Subtenant’s obligation to insure the FF&E. Subtenant, at its sole cost and expense, shall remove the FF&E from the Building upon promptly following the expiration or earlier termination of this Sublease. , Sublandlord and Subtenant agree that no portion shall conduct a walk-through of the Base Rent Subleased Premises to catalog any items of damage, disrepair, misuse or Additional Rent payable under this Sublease is attributable loss among the FF&E (reasonable wear and tear excepted), and (b) Subtenant shall be responsible, at Subtenant’s sole cost and expense, for curing any such items (including, with respect to the FF&E.loss, replacing any lost item with a substantially similar new item reasonably acceptable to Sublandlord).

FF&E. Effective upon This Sublease shall include a lease of all of the Initial Premises furniture and equipment listed on Exhibit B attached hereto and made a part hereof (the “FF&E”). The FF&E shall be delivered to Subtenant on the Commencement Date in its “AS-IS” condition. Prior to the Commencement Date and during the Term, Subtenant shall maintain a property loss insurance policy with guaranteed replacement cost coverage on the FF&E and cause Sublandlord to be named as “additional insured” and “loss payee” thereon. Subtenant shall 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 FF&E. To the 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 such personal property tax come to Sublandlord, Sublandlord in its reasonable judgment shall equitably apportion same and Subtenant shall pay Sublandlord such tax within ten (10) days of a demand therefor as additional rent due hereunder. During the Term, Subtenant shall maintain the FF&E in good repair and condition, 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 be deemed to have sold, and sell the FF&E to Subtenant shall be deemed to have purchased, for the consideration of One Dollar ($1.00), all ) as of Sublandlord’s right, title and interest in the furniture, fixtures and equipment 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, Expiration Date 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 on Exhibit 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, 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 shall be responsible for any sales tax with respect to the transfer of the FF&E. Subject to the foregoing, Subtenant waives any claim or 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 or as to any other matter whatsoever respecting the quality or condition of the FF&E. During the Term, the provisions of the Master Lease and this Sublease applicable to the personal property of Subtenant shall be applicable to the FF&E, including without limitation Subtenant’s obligation to insure the FF&E. Subtenant, at its sole cost and expense, shall remove removing the FF&E from the Building upon the expiration or earlier termination of this Sublease. Sublandlord and Subtenant agree that no portion Sub-Premises in connection with its surrender of the Base Rent Sub-Premises. If Subtenant exercises its termination option pursuant to Article 2 hereof or Additional Rent payable under if this Sublease is attributable 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 FF&E.contrary contained herein, Sublandlord will be removing certain furniture and equipment that not listed on Exhibit B from the Sub-Premises prior to the Commencement Date.