Common use of Sublease Clause in Contracts

Sublease. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereof.

Sublease. Landlord hereby leases On the terms and subject to Tenantthe conditions of this Sublease, the Sublessor agrees to sublease the Aircraft to the Sublessee, and Tenant hereby leases the Sublessee agrees to sublease the Aircraft from Landlordthe Sublessor, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown for a term beginning on the site plan attached hereto as Exhibit A Delivery Date and made a part hereof, together with all and singular ending on the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon date on which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Head Lease terminates in accordance with its terms, whether as a result of the expiration of the term thereof, or as a result of earlier termination following the occurrence of a Lease Event of Default thereunder or otherwise, unless this Sublease is terminated earlier pursuant to the Capacity Purchase Agreement. If the Sublessor has the right, by exercise of a renewal or similar option, to extend the term of the Head Lease, are hereby incorporated Sublessor shall, at the request of the Sublessee, exercise any such right so as a part to extend the term of this Sublease, ; provided that Sublessee may not request such an extension and Tenant assumes and agrees Sublessor shall have no obligation to be bound by all exercise any such renewal or similar option to extend the provisions term of the Master Lease. All references Head Lease if, on or prior to “Landlord” in the Master Lease date on which Sublessor would otherwise exercise such renewal or similar option, (A) an Event of Default under Section 7 of this Sublease shall have occurred and be deemed continuing, (B) the Aircraft has become, or Sublessor has notified Sublessee that the Aircraft is scheduled to apply become, an Uncovered Aircraft pursuant to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall controlCapacity Purchase Agreement, except solely as between Landlord and Tenant hereunder, (C) Sublessor has notified Sublessee that this Sublease will be terminated pursuant to the terms of the Capacity Purchase Agreement, or (D) Sublessor and Sublessee shall not have agreed on the amount of Basic Rent [Include if aircraft is BNDES-financed and subleased while Sublessee remains a Specified Affiliate of Sublessor: or Revised Basic Rent, as the case may be] applicable during such extension of the term. Notwithstanding the foregoing, if the Sublessor is not entitled to possession of the Aircraft under the Head Lease for any reason, the right of the Sublessee to possession of the Aircraft under this Lease Sublease shall control likewise terminate and the Sublessee shall immediately redeliver possession of the Aircraft to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the likeSublessor, or those provisions that are exclusively between Landlord if required under the Head Lease, to the Head Lessor. This Sublease shall be for all purposes a sublease of the Aircraft, and Tenant hereunder such as Section 24 hereofnot an assignment of the Head Lease to the Sublessee.

Sublease. Landlord hereby leases The Facility Lessee shall have the right to Tenant, and Tenant hereby leases from Landlordsublease the Undivided Interest without the consent of the Owner Lessor, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined)Owner Participant, the Buildings Security Agent or the Lease Indenture Trustee if: (a) the sublessee is a United States Person within the meaning of SECTION 7701(A)(30) of the Code that (i) is a solvent corporation, partnership, business trust, limited liability company or other person or entity not then subject to bankruptcy proceedings; and (ii) is not involved in material pending or unresolved litigation with the Owner Participant or any of its Affiliates; and (iii) is, or its operating, maintenance and use obligations under the sublease are guaranteed by, or such obligations are contracted to be performed by, an experienced operator of United States based, coal-fired electric generating facilities similar to the Facility; (b) The Owner Lessor, the Owner Participant, so long as hereinafter defined)the Lessor Notes are outstanding, improvementsthe Security Agent and the Bondholder Trustee shall have received an opinion of counsel, appurtenanceswhich opinion of counsel shall be reasonably acceptable to the recipients thereof, rights, privileges, to the effect that all material regulatory approvals required to enter into the sublease have been obtained; (c) the sublease does not extend beyond the scheduled expiration of the Basic Lease Term or any Renewal Lease Term then in effect or irrevocably elected by the Facility Lessee (and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building may be terminated upon early termination of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”this Facility Lease) and that the parcel of land upon which the Buildings are located is expressly subject and subordinate to this Facility Lease; (the “Land”d) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master this Facility Lease and the other Operative Documents and Project Documents remain in effect and the Facility Lessee remains fully and primarily liable for its obligations under this Facility Lease, the preprinted terms other Operative Documents and Project Documents; (e) no Lease Default or Lease Event of Default shall have occurred and be continuing or be created as a result of such sublease; (f) the sublease prohibits further assignment or subletting; (g) the sublease requires the sublessee to operate and maintain the Undivided Interest (or to cause the Undivided Interest to be operated and maintained) in a manner consistent with this Facility Lease; (h) the sublease does not cause the Facility to become "tax-exempt use property" within the meaning of SECTION 168(H) of the Master Lease and Amendment Number 1 thereto Code (unless the Facility Lessee shall controlmake a payment to the Owner Participant contemporaneously with the execution of the sublease that, except solely in the reasonable judgment of the Owner Participant, compensates the Owner Participant for the adverse tax consequences resulting from the classification of the Facility as between Landlord and Tenant hereunder"tax-exempt use property"); (i) Neither the sublease nor the sublessee shall jeopardize the Owner Lessor's, the terms Owner Participant's and the Lender or Bondholder Trustee's exemption from regulation under PUHCA and other laws relating to electric utilities, generators, wholesalers or retailers; and (j) the Facility sublessee shall pay all reasonable documented out-of-pocket expenses incurred by the other Lease Financing Parties in connection with such sublease. As a condition precedent to such sublease, the Facility Lessee shall provide the Owner Lessor, the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture shall not have been terminated or discharged, the Security Agent with all documentation in respect of such sublease and an opinion of counsel to the effect that such sublease complies with the provisions of this Lease shall control SECTION 19 (such documentation, counsel and opinion to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby be reasonably satisfactory to each such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofrecipient).

Sublease. Landlord Sublessor hereby leases subleases the entire Premises to TenantSubtenant upon the terms and conditions set forth in this Sublease Agreement. Possession of the Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement or the Master Lease, Subtenant shall be required to surrender the Premises at the end of the term of this Sublease Agreement in good condition and repair, in the condition in which it was delivered to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant shall not have any obligation to make any repairs to any portion of the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and Tenant hereby leases from Landlord, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance shall otherwise be subject to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 applicable alterations provisions of this Sublease Agreement and the Master Lease. The Property is being leased Improvement Allowance shall be paid directly to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, Subtenant within thirty (30) days after (a) Sublessor has received a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All detailed breakdown of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term cost of the Master LeaseSubtenant’s Work, are hereby incorporated as a part of this Sublease(b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Subleasesubcontractors, materialmen, suppliers, architects, engineers, and all references other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Master Lease Sublease Agreement to “Tenant” the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall be deemed pay to apply Sublessor a sum equal to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all unamortized portion of the obligations Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Master Lease assumed Improvement Allowance not applied for by Tenant hereunder. In the event of a conflict between the terms and conditions Subtenant within nine (9) months of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto Commencement Date shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control accrue to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofconnection therewith.

Sublease. Landlord has previously conveyed certain improvements located in, on or around the Promises (the “New Improvements”) to One Market Street, LLC, a Delaware limited liability company (“New SPE”). Landlord and New SPE have entered into a lease dated October 26, 2000 (as the same may be renewed, amended, modified or supplemented from time to time, the “Landlord-New SPE Lease”) pursuant to which Landlord is leasing the remaining improvements located in, on or around the Premises, together with the real property on which the Premises is located (collectively, the “Remaining Property”), to New SPE. The New SPE and Landlord have entered into a master lease/sublease dated October 26, 2000 (as the same may be renewed, amended, modified or supplemented from time to time, the “Master Lease/Sublease”), pursuant to which New SPE is leasing the New Improvements to Landlord and subleasing the Remaining Property to Landlord. Based upon and solely in reliance upon the foregoing, Tenant hereby leases recognizes and acknowledges that its interest under the Lease and in the Premises is as a sublessee of Landlord’s interests under the Master Lease/Sublease. Tenant agrees that this Lease and all terms and conditions contained herein and all rights, options, and renewals created thereby are and shall be subject and subordinate in all respects to all terms and conditions contained in each of the Landlord-New SPE Lease and the Master Lease/Sublease. The New SPE agrees that, upon any termination of the Master Lease/Sublease: (a) the Lease shall continue in full force and effect as a direct lease between New SPE and Tenant, and subject to all the terms, covenants and conditions of the Lease, and (b) New SPE shall not disturb Tenant’s right of quiet possession of the premises under the terms of the Lease so long as Tenant is not in default beyond any applicable grace period of any term, covenant or condition of the Lease. Tenant agrees that, in the event of any termination of the Master Lease/Sublease, Tenant will attorn to and recognize New SPE as its landlord under the Lease for the remainder of the term of the Lease (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Lease, and Tenant hereby leases from Landlord, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, pay and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and perform all of the obligations of Tenant pursuant to the Master Lease assumed by Tenant hereunder. In the event of a conflict between Lease, subject to the terms and conditions contained in the Lease. Tenant agrees that upon any termination of both the Master Lease/Sublease and the New SPE Lease: (a) the Lease shall continue in full force and effect as a direct lease between Landlord and Tenant, and subject to all the terms, covenants and conditions of the Master Lease Lease; and this Lease, (b) Landlord shall not disturb Tenant’s right of quiet possession of the preprinted Premises under the terms of the Master Lease so long as Tenant is not in default beyond any applicable grace period of any term, covenant or condition of the Lease. Tenant hereby agrees to give to New SPE copies of all notices of Landlord default(s) under the Lease in the same manner as, and Amendment Number 1 thereto whenever, Tenant shall controlgive any such notice of default to Landlord, except solely and no such notice of default shall be deemed given to Landlord unless and until a copy of such notice shall have been so delivered to New SPE. The New SPE shall have the right but no obligation to remedy any Landlord default under the Lease, or to cause any default of Landlord under the Lease to be remedied. Tenant shall accept performance by the New SPE of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as between though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist as long as New SPE, in good faith, shall have commenced to cure such default within thirty (30) days after receipt of written notice of default and Tenant hereundershall be diligently prosecuting the same to completion with reasonable diligence, subject to force majeure, and a cure is completed within a reasonable period of time thereafter. Neither SPE nor its designee or nominee shall become liable under the Lease unless and until New SPE or its designee or nominee becomes, and then only with respect to periods in which New SPE or its designee or nominee remains, the terms owner of this Lease any interest in the Premises. In no event shall control New SPE have any personal liability as successor to Landlord. Tenant shall look only to the extent estate and property of New SPE in the Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money in the event of any default by New SPE as Landlord under the Lease, and no other property or assets of New SPE shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to the Lease. New SPE shall have the right, without Tenant’s consent, but upon written notice to Tenant, to terminate the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in Lease/Sublease or to exercise any other remedies under the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofMaster Lease/Sublease.

Sublease. Landlord hereby leases At or prior to Tenantthe Closing, and Tenant hereby leases from LandlordSeller, the property commonly known as Purchaser and Capellino/Galleano shall enter into a subleas▇ ▇▇▇▇▇▇able to Capellino/Galleano (the "Sublease"). The Subl▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown ll provide (i) a 1-year term commencing on the site plan attached hereto as Exhibit A and made a part hereofClosing Date, together with all and singular which term may be extended at the Land option of Purchaser for additional monthly periods not to exceed twelve months (as hereinafter definedthe "Option Months"), and upon one hundred twenty (120) days written notice prior to the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use expiration of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 original term of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under sublease; (ii) rental payable by the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and Purchaser during the term of the Master Sublease (including the Option Months) shall be Eighteen Thousand and Ten Dollars ($18,010.00) per month, subject to base rent increase for the Option Months as provided in the Building Lease; (iii) that upon vacation of the Building by Purchaser, are hereby incorporated as Purchaser shall reimburse Seller on a part monthly basis for fifty percent (50%) of this any shortfall incurred by Seller between the rent payable under the Building Lease and any sublease entered into by Seller for the Building after Purchaser's vacation of the Building (A "Rent Shortfall"); (iv) that Purchaser shall reimburse Seller for fifty percent (50%) of any brokerage commissions payable by Seller incurred for the purpose of retaining a sublessee of the Building ("Commissions"); (v) that in no event shall Purchaser's liability for a Rent Shortfall and/or Commissions exceed One Hundred Fifty Thousand Dollars ($150,000) in the aggregate; and (vi) Purchaser shall be responsible for all repairs, restorations, replacements, renewals and other maintenance obligations of the Seller pursuant to the Building Lease during the term of the Sublease; provided, however, that with respect to all major repairs, restorations, replacements to or other maintenance of HVAC, plumbing, electrical, roofing, the parking lot or any structural item (including any series of related items that become major in the aggregate, the "Major Expenses"), Purchaser shall bear the first Ten Thousand Dollars ($10,000.00) of all Major Expenses in the aggregate during the term of the Sublease, and Tenant assumes Purchaser and agrees to be bound by all the provisions Seller (or Shareholder in lieu of Seller) shall each bear fifty percent (50%) of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofMajor Expenses exceeding Ten Thousand Dollars ($10,000.00).

Sublease. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, TENANT may sublease a portion of the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown Leased Premises or TENANT's improvements on the site plan attached hereto Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as Exhibit A and made a part set forth in the last PARAGRAPH NUMBERED 29(F) hereof, together with all and singular the Land . (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building iv) TENANT gives LANDLORD prior written notice of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet eachsuch subletting and/or concession or license, and a single-story office building copy of approximately 4,800 square feet those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (the “Buildings”iii) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use name, address, and telephone number of the existing entrance to the Property from South ▇▇▇▇▇▇ Road sublessee, licensee or concessionaire. TENANT shall not be exclusive, but sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a shared use pursuant default. LANDLORD shall have the right to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with approve or disapprove any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” such proposed sublease in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunderLANDLORD's discretion. In the event of a conflict between sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereof.

Sublease. Landlord hereby leases Except as provided in this Section 19.1, the Facility Lessee shall not assign, transfer or sublease all or any portion of its rights in the Owner Lessor's Undivided Interest under this Facility Lease. Pursuant to Tenantthe provisions of the Operative Documents, the Facility Lessee shall have the right to sublease the Undivided Interest without the consent of any other Lease Financing Party if: (a) the EME Guarantee, the Reimbursement Agreement and the EME OP Guarantee remain in full force and effect; (b) the sublessee (i) is a solvent corporation, partnership, business trust, limited liability company or other entity (but not individuals) not subject to bankruptcy proceedings, (ii) is not involved in material litigation with the Owner Participant, and Tenant hereby leases (iii) is, or its operating, maintenance and use obligations under the sublease are guaranteed by, or such obligations are contracted to be performed by, an experienced, reputable operator of electric generating assets similar to the Facility; (c) the sublease does not extend beyond the scheduled expiration of the applicable Basic Lease Term or any Renewal Lease Term then in effect or already elected by the Facility Lessee (and may be terminated upon early termination of the Facility Lease) and is expressly subject and subordinate to the Facility Lease; (d) all terms and conditions of the Facility Lease and the other Operative Documents remain in effect and the Facility Lessee remains fully and primarily liable for its obligations thereunder but subject to Section 17.2 of this Facility Lease and Section 18.19 of the Participation Agreement; (e) no Lease Event of Default under the Facility Lease shall have occurred and be continuing; (f) the sublease prohibits further assignment or subletting; (g) the sublease requires the sublessee to operate and maintain the Undivided Interest in a manner not less favorable than that required under the Facility Lease and the other Operative Documents; (h) the sublessee does not cause the Facility to become "tax-exempt use property" within the meaning of Section 168(h) of the Code (unless the Facility sublessee shall make a payment to the Owner Participant contemporaneously with the execution of the sublease that, in reasonable judgement of the Owner Participant, compensates such Owner Participant for the adverse tax consequences resulting from Landlordthe classification of the Facility as "tax-exempt use property"); (i) the Owner Lessor (and so long as the Lessor Notes are outstanding, the property commonly known as Pass-Through Trustee and the Lease Indenture Trustee) shall have received an opinion of counsel, which opinion of counsel shall be reasonably acceptable to each such recipient, to the effect that all regulatory approvals required to enter into such sublease shall have been obtained; (j) the Facility sublessee shall pay all reasonable documented out-of-pocket expenses incurred by the other Lease Financing Parties in connection with such sublease; and (k) the Owner Participant shall have received an opinion reasonably satisfactory to it from Hunton & ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇or from a nationally recognized tax counsel selected by the Owner Participant and reasonably acceptable to the Facility Lessee, Lathropto the effect that such sublease would not result in any material indemnified, CAor any unindemnified, incremental tax risk to the Owner Participant. As a condition precedent to such sublease, the Facility Lessee shall provide the Owner Lessor, the Owner Participant, and, so long as shown on the site plan attached hereto as Exhibit A Lessor Notes are outstanding, the Lease Indenture Trustee and made a part hereof, together Pass Through Trustees with all documentation in respect of such sublease and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building an opinion of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance counsel to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together effect that such sublease complies with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references this Section 19.1 (such documentation, counsel and opinion to “Landlord” in the Master Lease shall be deemed reasonably satisfactory to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofrecipients).

Sublease. Landlord Subject to the terms and conditions of this Sublease and the Master Lease, Sublandlord hereby leases to Tenant, Subtenant and Tenant hereby Subtenant leases from Landlord, Sublandlord the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part hereof, Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privilegesagrees that Subtenant shall have no right to, and easements pertaining thereto shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (“Property”). The Property contains a single-story warehouse building a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of approximately 144,000 square feet (including adjacent modular restrooms the obligations and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet eachcovenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and a single-story office building of approximately 4,800 square feet (the “Buildings”b) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the existing entrance obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Property from South ▇▇▇▇▇▇ Road shall not be exclusiveSublease Premises; provided that Sublandlord will use commercially reasonable efforts, but shall be a shared use pursuant at the sole cost and expense of Subtenant, to Section 15.01 cooperate with Subtenant in enforcing the terms of the Master Lease. The Property is being leased Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to Tenant the Sublease Premises (as the same exists from Landlord time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to its interest as tenant under Section 24 below. Upon receipt of any notice from Master Landlord relating to the Master LeaseSublease Premises, Sublandlord shall promptly deliver a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together such notice to Subtenant in accordance with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereof25(a) below.

Sublease. Landlord Section 5.3 of the Lease is hereby leases amended and restated as follows: (a) Lessor acknowledges that pursuant to Tenantthe terms of that certain Sublease Agreement dated as of June 26, and Tenant hereby leases from Landlord, 1996 (the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined“Sublease”), Lessee subleased that certain part of the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining premises shown in cross-hatched on Exhibit “B” thereto (the “PropertySubparcel”) to Sargasso Corporation, an affiliate of Wimar Tahoe Corporation (the “Subtenant”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms Lessee represents and two-story office area)warrants to Lessor that said Sublease is in full force and effect and has not been amended, two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road Sublease shall not be exclusiveamended without the prior, written consent of Lessor. Lessor’s consent shall not be unreasonably withheld provided that such proposed amendment does not (i) materially reduce the value of the overall Premises, (ii) adversely affect Lessor’s right to terminate as provided for in (c) below, (iii) adversely affect or diminish any other rights of Lessor under the Lease, or (iv) adversely affect or diminish Lessee’s obligations to Lessor under the Lease. (b) Lessee shall have the right (with the prior, written consent of Lessor) to sublease up to two and one-half acres (including the Subparcel) to Wimar Tahoe Corporation or any affiliate of Wimar Tahoe Corporation on such terms and conditions as Lessee determines are acceptable in its reasonable business judgment but only for the purpose of developing, constructing and operating an additional or expanding or modifying an existing motel, hotel, restaurant, bar, business office, entertainment facilities for the performing arts, or other related facilities on the additional subparcel; provided, however, the additional subparcel will not be utilized in any way for gaming purposes or operations, except that which is operated at the Premises by the Lessee (or the Lessor and his assigns if this Lease is terminated). Any motel or hotel shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B constructed and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated maintained as a part of this Subleasequality facility similar to hotels and motels operated under nationally-known franchises which charge the same rates as subtenant. Any restaurant or bar shall be constructed and maintained as a quality facility. Subtenant shall agree to keep all facilities in good condition and repair, excepting ordinary wear and tear, and Tenant assumes such covenant shall be enforceable by Lessor. Subtenant and agrees to be bound by all Lessee shall share parking availability on the provisions of the Master Lease. All references to “Landlord” Premises as agreed in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. additional sublease. (c) In the event that this Lease is terminated for any reason, Lessee agrees that the Sublease (and any renewal or extension thereof) and any additional sublease entered into by Lessee pursuant to 5.3(b) above shall be terminated simultaneously with the termination of this Lease. Lessee and Subtenant agree that they shall execute an amendment to the Sublease substantially in the form attached as Exhibit “A” hereto, the terms of which are incorporated herein by reference, simultaneously with the execution of this Second Amendment. Moreover, in the event Lessee shall enter into an additional sublease as provided for in 5.3(b) above, Lessee agrees that such additional sublease shall include a conflict between provision that it shall be terminated simultaneously with the termination of this Lease. (d) Subtenant and any additional subtenant (as provided for in 5.3(b) above) shall have the right to grant a mortgage on or assign under a deed of trust all of such subtenant’s sublease interest in such subparcel upon the terms and conditions set forth in Section 12 of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereof.

Sublease. Landlord 2.1 Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Premises, together with all appurtenances thereto as provided in the Master Lease. 2.2 Sublandlord, as part of the Premises additionally leases to TenantSubtenant, and Tenant Subtenant hereby leases subleases from LandlordSublandlord, the telephone wiring and switches and the movable personal property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on that currently exists in the site plan Premises owned by Sublandlord and that is described in the inventory attached hereto as Exhibit A and made a part hereof, together with all and singular B-2 (the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”"Furniture"). The Property contains a single-story warehouse building Furniture includes various desks, workstations, conference table, chairs, telephone wiring and switches, but does not include the existing movable equipment and instrumentation in the vivarium described on the attached Exhibit B-3 ("Sublandlord's Vivarium Equipment"). If Sublandlord has not completed the inventories of approximately 144,000 square feet (including adjacent modular restrooms the Furniture or of Sublandlord's Vivarium Equipment by the time this Sublease is executed, Exhibits B-2 and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet eachB-3 shall be left blank, and the parties shall reasonably agree upon their form, and attach such agreed forms to the Sublease, as soon as practicable, but in no event later than the Sublease Commencement Date. At the expiration or early termination of the Sublease term, Subtenant shall return the Furniture to Sublandlord in the Premises in its current state of repair, reasonable wear and tear excepted. Subtenant shall, at its sole cost, keep the Furniture insured against fire and other casualty under an "all-risk" policy of fire or casualty insurance, with loss payable to Sublandlord. 2.3 Sublandlord is the tenant of an adjacent building located at 10275 Science Center Drive, A portion of the outdoor common area of such adjacent building that is also adjacent to the Premises contains certain eating/picnic areas and tables, a singlesports field and a basketball court (collectively, the "Off-story office building Premises Recreation Area"). Sublandlord grants to Subtenant (and Subtenant's employees and invitees authorized by Subtenant) a nonexclusive license to use the Off-Premises Recreation Area in common with Sublandlord and its employees and invitees, subject to the following: (i) all of approximately 4,800 square feet (Subtenant's indemnification obligations in favor of Sublandlord with respect to the “Buildings”) and that Premises shall apply to the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance Off-Premises Recreation Area by Subtenant and its employees and invitees, (ii) Sublandlord shall have the right to adopt (and Subtenant and its employees and invitees shall observe) reasonable rules and regulations with respect to the Property from South ▇▇▇▇▇▇ Road shall not be exclusiveuse of the Off-Premises Recreation Area, but including without limitation with respect to the scheduling of company events and hours of use, and (iii) all of Subtenant's use and rights to use the Off-Premises Recreation Area shall be a shared subject to the lease that Sublandlord has with the owner of the Off-Premises Recreation Area and to the revocation of such license in whole or in part if Sublandlord reasonably determines that such use is not permitted pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereofsuch other lease. All of Subtenant's obligations with respect to indemnification and liability insurance shall apply to the covenants, conditions and obligations assumed use by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term Subtenant of the Master Lease, are hereby incorporated as a part of this Sublease, Off-Premises Recreation Area by Subtenant and Tenant assumes its employees and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofinvitees.

Sublease. Landlord 2.1 Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Premises, together with all appurtenances thereto as provided in the Master Lease. 2.2 Sublandlord, as part of the Premises additionally leases to TenantSubtenant, and Tenant Subtenant hereby leases subleases from LandlordSublandlord, the telephone wiring and switches and the movable personal property commonly known that currently exists in the Premises owned by Sublandlord and that is described in the inventory attached hereto as ▇Exhibit B-2 (the “Furniture”). The Furniture includes various desks, workstations, conference table, chairs, telephone wiring and switches, but does not include the existing movable equipment and instrumentation in the vivarium described on the attached Exhibit B-3 (“Sublandlord’s Vivarium Equipment”). If Sublandlord has not completed the inventories of the Furniture or of Sublandlord’s Vivarium Equipment by the time this Sublease is executed, Exhibits B-2 and B-3 shall be left blank, and the parties shall reasonably agree upon their form, and attach such agreed forms to the Sublease, as soon as practicable, but in no event later than the Sublease Commencement Date. At the expiration or early termination of the Sublease term, Subtenant shall return the Furniture to Sublandlord in the Premises in its current state of repair, reasonable wear and tear excepted. Subtenant shall, at its sole cost, keep the Furniture insured against fire and other casualty under an “all-risk” policy of fire or casualty insurance, with loss payable to Sublandlord. 2.3 Sublandlord is the tenant of an adjacent building located at 1▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. A portion of the outdoor common area of such adjacent building that is also adjacent to the Premises contains certain eating/picnic areas and tables, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A a sports field and made a part hereof, together with all and singular the Land basketball court (as hereinafter defined)collectively, the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“PropertyOff-Premises Recreation Area”). The Property contains Sublandlord grants to Subtenant (and Subtenant’s employees and invitees authorized by Subtenant) a singlenonexclusive license to use the Off-story warehouse building Premises Recreation Area in common with Sublandlord and its employees and invitees, subject to the following: (i) all of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings Subtenant’s indemnification obligations in favor of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (Sublandlord with respect to the “Buildings”) and that Premises shall apply to the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance Off-Premises Recreation Area by Subtenant and its employees and invitees, (ii) Sublandlord shall have the right to adopt (and Subtenant and its employees and invitees shall observe) reasonable rules and regulations with respect to the Property from South ▇▇▇▇▇▇ Road shall not be exclusiveuse of the Off-Premises Recreation Area, but including without limitation with respect to the scheduling of company events and hours of use, and (iii) all of Subtenant’s use and rights to use the Off-Premises Recreation Area shall be a shared subject to the lease that Sublandlord has with the owner of the Off-Premises Recreation Area and to the revocation of such license in whole or in part if Sublandlord reasonably determines that such use is not permitted pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereofsuch other lease. All of Subtenant’s obligations with respect to indemnification and liability insurance shall apply to the covenants, conditions and obligations assumed use by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term Subtenant of the Master Lease, are hereby incorporated as a part of this Sublease, Off-Premises Recreation Area by Subtenant and Tenant assumes its employees and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofinvitees.

Sublease. Landlord On the terms and subject to the conditions stated herein, Sublandlord hereby leases subleases the Subleased Premises (as defined herein) to TenantSubtenant and Subtenant hereby subleases the Subleased Premises from Sublandlord based on the following schedule: Commencement Date to 6/30/04 11,400 7/1/04 to 9/30/04 15,000 10/1/04 to 3/31/05 17,500 4/1/05 to 9/30/05 20,000 10/1/05 to 3/31/06 22,500 4/1/06 to 9/30/06 25,000 10/1/06 to 12/30/09 26,778 The portion of the Premises subleased by Subtenant from time to time shall be known as the “Subleased Premises”. The Server Room shall be subleased by Subtenant throughout the Term and thus shall be included in the first calculation of rentable square feet set forth above and shall be a part of the Subleased Premises throughout the Term. The parties agree that after mutual execution and delivery of this Sublease, and Tenant hereby leases from Landlordbut before the Commencement Date, the property commonly known as ▇▇parties shall mutually m▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit Schedule A and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All incorporated herein to show the boundaries of the covenants, conditions and obligations assumed by Landlord initial Subleased Premises on Floor 5 of the Building. As Subtenant occupies each incremental portion of rentable square feet set forth in the above schedule (or at such earlier time as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunderSubtenant may occupy additional space), the addresses parties shall further amend the site plan to reflect the then-current boundaries of the Subleased Premises determined in accordance with the procedure described below. Subtenant agrees clearly to demark the space in the Subleased Premises that Subtenant is occupying during any Must Take Period (or during such earlier period that Subtenant occupies additional space); provided, however that Subtenant’s occupancy of fewer rentable square feet than that set forth above for a particular Must Take Period shall not reduce the Rent due for such period. At least fifteen (15) days before any Must Take Period or such earlier date that Subtenant elects to occupy space in excess of that allocated for a particular Must Take Period (as provided below), Subtenant shall send written notice to Sublandlord along with a proposal for Subtenant’s incorporation of the next increment of space (which proposal shall include a site plan depiction of the new boundaries of the Subleased Premises and the term number of square feet contained within such boundaries). If Sublandlord approves of Subtenant’s proposal, then the proposed site plan therefor shall be used to amend Schedule A attached hereto and the boundaries of the Subleased Premises as depicted thereon shall be effective until the next Must Take Period or such earlier date that Subtenant elects to sublease additional space pursuant to the terms of this Sublease. If Sublandlord disapproves of Subtenant’s proposal and thinks that the expanded Subleased Premises contains square feet in excess of the Space Threshold (as defined below), then Sublandlord shall send written notice of the same to Subtenant and Subtenant shall either (a) promptly revise and re-submit its proposal to Sublandlord showing a decrease in the size of the Subleased Premises below the Space Threshold, or (b) engage an independent certified architect or surveyor to measure the actual floor area of the proposed Subleased Premises. Such measurement shall be made using BOMA standards of measurement and shall be binding on the parties with respect to the square footage in Subtenant’s proposal. The parties agree that Subtenant’s proposed occupancy of one thousand (1,000) square feet (or less) more than the square feet allocated for a particular Must Take Period (the “Space Threshold”) shall not result in an increase in Subtenant’s Base Rent under this Sublease. If it is determined that Subtenant’s proposal for the Subleased Premises does not include space in excess of the Space Threshold, then Sublandlord shall not object thereto. After the parties have agreed upon the new boundaries for the Subleased Premises from time to time, Schedule A shall be amended to depict the same. If Sublandlord discovers at any time during the Term that Subtenant is occupying square feet in excess of that allocated for a particular Must Take Period (and Subtenant did not previously give Sublandlord written notice thereof as described above), and such additional square footage exceeds the Space Threshold, upon written notice from Sublandlord, Subtenant shall, within five (5) days after receipt of Sublandlord’s notice, either withdraw the boundaries of the Subleased Premises to the space allocated for that Must Take Period, or Subtenant may elect to pay Base Rent on such additional space at the rate of Seventeen Dollars ($17.00) per square foot in excess of the space allocated for that Must Take Period (which rate includes Eight Dollars and Seventy Six Cents ($8.76) attributable to Additional Rent) and Subtenant shall thereafter commence to pay Base Rent at such increased rate. If Sublandlord discovers a second time during the Term that Subtenant is occupying square feet in excess of that allocated for a particular Must Take Period (and Subtenant did not previously give Sublandlord written notice thereof as described above), and such additional square footage exceeds the Space Threshold, then Subtenant shall pay Base Rent on the excess space so occupied from the date that the parties confirm that Subtenant is occupying such excess space retroactive to the beginning of such Must Take Period (based on a rate of Seventeen Dollars ($17.00) per square foot of excess space). Thereafter, Subtenant shall have the option either to continue paying such increased Base Rent or to decrease its occupancy by the excess square feet occupied. Subtenant shall make such election by sending written notice thereof to Sublandlord within five (5) days after the parties determine the amount of excess space being occupied by Subtenant and if Subtenant elects to reduce its occupancy, then Sublandlord and Subtenant shall mutually approve the boundaries of the reduced Subleased Premises. Subject to compliance with the applicable terms of the Master Lease, and without in any way reducing the Rent due from Subtenant, Sublandlord may sublease the portions of the Premises that are hereby incorporated as a not part of this Subleasethe Subleased Premises, including any unused and clearly demarked space within a Zone, from time to time provided that such portions are made available for Subtenant as of the applicable Must Take Period set forth above. Notwithstanding the foregoing, and Tenant assumes and agrees subject to be bound by all third parties’ rights under subleases for the provisions portions of the Master Lease. All references Premises not part of the Subleased Premises from time to “Landlord” time as described above, at any time prior to the applicable Must Take Period for a particular portion of the Subleased Premises, Subtenant shall have the option to sublease the next portion or remaining portions scheduled to become part of the Subleased Premises (as described in the Master Lease schedule above) by giving Sublandlord not less than fifteen (15) days’ prior written notice of such intent, which notice shall include Subtenant’s proposal for the new boundaries of the Subleased Premises in accordance with the requirements described above. Upon the effective date of Subtenant’s sublease of such additional space, the Subleased Premises shall be deemed to apply include the same and the parties shall amend Schedule A accordingly. Except as otherwise stated herein, Subtenant accepts the Subleased Premises subject to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and Lease. Unless otherwise defined herein, all capitalized terms used in this Lease, Sublease shall have the preprinted meanings given such terms of in the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofLease.

Sublease. Landlord hereby leases to Tenant1.1 National Fire Protection Association ("Landlord") and Sublandlord entered into a lease ("Initial Lease") made the 27th day of April, and Tenant hereby leases from Landlord1999, as amended by a commencement date agreement ("Commencement Agreement") dated January 5, 2000 for certain premises containing approximately 29,305 rentable square feet ("Leasehold") in the building located at Four Batterymarch Park, Quincy, Massachussets ("Building"), [collectively, the property commonly known Initial Lease and Commencement Agreement as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇amended from time to time, Lathrop, CA, are referred to herein as shown on the site plan "Lease"] a copy of which Lease is attached hereto as Exhibit A and made a part hereofhereof as EXHIBIT "A". Sublandlord hereby leases to Subtenant and Subtenant hereby leases from Sublandlord the entire Leasehold ("Subleased Premises") along with the appurtenant rights described in Section 2.2 of the Lease. For purposes of this Sublease, together all measurements stated herein shall be deemed accurate and binding and conclusive. 1.2 This Sublease is expressly made subject and subordinate to all the terms, covenants and conditions of said Lease which are incorporated herein by reference. Except as expressly provided for to the contrary in this Sublease, Sublandlord and Subtenant hereby agree that the incorporated provisions of the Lease which refer to the "Landlord" shall in this Sublease be deemed to refer to Landlord and Sublandlord, and which refer to "Tenant" shall in this Sublease be deemed to refer to Subtenant, and that references to "Premises" in the Lease shall in this Sublease be deemed to refer to the Subleased Premises. Subtenant agrees to use the Subleased Premises in accordance with the terms, covenants and conditions of said Lease, and not do or omit to do anything which will breach any of the terms, conditions and covenants thereof. Subtenant further agrees to assume during the Term hereof the obligation for performance of all Sublandlord's obligations under the Lease, except as may be specifically modified by this Sublease, with respect only to the Subleased Premises, and singular except in respect to the Land amount of Base Monthly Rent (as hereinafter defineddefined below) to be paid and Sections 4.1, 4.2, 4.3, 4.4, the 2nd paragraph of Section 10.3, Section 13.2, the parenthetical starting with "(provided however" to the end of the 2nd sentence of Section 14.6(b) [with the exception that such provisions shall apply as between Sublandlord and Subtenant for the benefit of Subtenant in the context of obtaining non-disturbance protections, as applicable, in connection with any Sublandlord leasehold financing encumbering Sublandlord's interest in the Lease and/or Leasehold], Section 14.11, the words "provided that Tenant" through the end of the 1st sentence of Section 14.15 [with the exception that such provisions shall apply as between Sublandlord and Subtenant for the benefit of Subtenant in the context of obtaining non-disturbance protections, as applicable, in connection with any Sublandlord leasehold financing encumbering Sublandlord's interest in the Lease and/or Leasehold], the words "in addition to the SNDA" from the 2nd sentence of Section 14.15 [with the exception that such provisions shall apply as between Sublandlord and Subtenant for the benefit of Subtenant in the context of obtaining non-disturbance protections, as applicable, in connection with any Sublandlord leasehold financing encumbering Sublandlord's interest in the Lease and/or Leasehold], the 4th sentence of Section 14.15 [with the exception that Sublandlord warrants and represents that, as of the execution of this Sublease by Sublandlord, Sublandlord has not entered into any leasehold financing encumbering Sublandlord's interest in the Lease and/or Leasehold], Sections 14.22, 14.24(b), 14.30, 14.31, 14.33, 14.34, 14.35 and 14.36 of the Buildings (Lease as hereinafter defined)well as Exhibits CDA, improvementsSP, appurtenancesTD, NOL and Schedule 10.2 and Attachment to Schedule 10.2 to the Lease to which Subtenant shall have no rights, privilegesbenefits or entitlements as between Sublandlord and Subtenant pursuant to the assumption provisions of this sentence. Sublandlord has not offered nor conveyed any rights not afforded Sublandlord by Landlord under the Lease. 1.3 Subtenant has no authority to contact or make any agreement with Landlord concerning the Subleased Premises or the Lease, and easements pertaining thereto (“Property”)Subtenant shall not make any payment of Rent or other charges to Landlord but only to Sublandlord except as otherwise agreed in writing by Sublandlord, Subtenant and Landlord; the Lease describes Landlord's duties; and Sublandlord is not obligated to perform Landlord's duties. The Property contains a single-story warehouse building If Landlord fails to perform its duties, Subtenant shall promptly provide notice to Sublandlord, then Sublandlord shall promptly notify Landlord and demand that Landlord comply with the Lease. If following the making of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet eachsuch demand, and the expiration of any applicable notice and cure periods granted to the Landlord, Landlord shall fail to perform its obligations under the Lease, then Subtenant shall have the right to take such action in its own name against Landlord reasonably necessary to enforce Landlord's obligations under the Lease, and if such action against Landlord in Subtenant's name is barred by reason of lack of privity, non-assignability or otherwise, Subtenant may bring such action, after prior written notice and consent not to be unreasonably withheld, simultaneously in Subtenant's and in Sublandlord's name, and Sublandlord shall execute all documents reasonably required in connection therewith, provided (i) the same is without cost and expense to Sublandlord, (ii) Subtenant shall indemnify, defend and hold harmless Sublandlord from any claims, losses, damages, liabilities and expenses arising from such action, and (iii) Subtenant shall use commercially reasonable and diligent efforts as soon as reasonably possible in such action to withdraw Sublandlord as a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use party to such action, whether by consent of the existing entrance parties to the Property action or by judicial determination so long as the Subtenant may maintain the action in its own name, and in such event Sublandlord shall reasonably cooperate at no cost to Sublandlord with Subtenant's efforts to pursue such action. In no event shall Sublandlord incur any liability, be responsible nor shall there be any set-off, deduction or abatement of Rent arising from South ▇▇▇▇▇▇ Road shall Landlord's failure to comply with its duties. 1.4 Provided Subtenant is not be exclusivein default beyond all applicable notice and cure periods under this Sublease, but shall be a shared use pursuant to Section 15.01 Sublandlord agrees, as follows: (a) Sublandlord will not exercise its options contained in Sections 14.34 and 14.35 of the Master Lease. The Property is being leased , and (b) Sublandlord will not enter into any agreement with the Landlord under the Lease which (x) materially adversely affects any of Landlord's obligations under the Lease to Tenant from Landlord pursuant to its interest the extent the same benefit Subtenant hereunder, or any of Sublandlord's obligations as tenant under the Master LeaseLease to the extent the same are incorporated hereunder as obligations of Subtenant, a copy or (y) which terminates the Lease prior to the expiration date set forth therein with respect to the Subleased Premises or any voluntary surrender of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord Sublandlord's rights as tenant under the Master LeaseLease that would affect a termination or expiration thereof with respect to the Subleased Premises, together with any addendawithout Subtenant's prior written consent, modifications or exhibits thereto, except the provisions dealing with rent which consent shall not to be paid by Landlord thereunderunreasonably withheld conditioned or delayed, the addresses for notice provided however if Subtenant's rights under this Sublease are not materially adversely affected then Subtenant's consent shall not be required and the term Sublandlord shall provide Subtenant with a copy of the Master Leasefully executed agreement which affects any such agreement. Each party shall promptly upon receipt or delivery thereof, are hereby incorporated as a part using commercially reasonable and due diligence, provide the other party with copies of this Subleaseall notices, demands, statements and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply other communications it receives from or delivers to Landlord in this Sublease, and all references in with respect to the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent they relate in any way to the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofSubleased Premises and/or either party's rights under this Sublease.

Sublease. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A agrees to sublease to Tenant and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant agrees to Section 15.01 of the Master Lease. The Property is being leased to Tenant sublease from Landlord pursuant the Premises, on the terms and conditions set forth in this Lease document; hereafter referred to its interest as tenant under the Master “Lease,” unless otherwise noted. This sublease shall in all respects be subject to and conditioned upon compliance by all parties, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and during the term of this sublease with the Master Leasesubject lease between MFD Industrial I, LLC and Teton County School District #1 (TCSD), which terms and conditions of the TCSD lease are hereby incorporated as a part into this sublease. Moreover, this sublease shall be effective only upon TCSD’s approval of this Subleasesublease on or before July 1, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” 2021, in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between accordance with the terms and conditions of the Master TCSD lease. This sublease replaces any (if any) and all-previous Leases, subleases or related agreements, both written and/or verbal, between Tenant and Landlord, unless specified herein. Some former reference to Lease (below, within this document) shall be intended as referring to this sublease unless otherwise noted. Signature pages transmitted by tele-copier (fax) or electronic transmittal via scanned pdf copy shall be deemed to be original signature pages with the same legal effect as manual signatures. Paragraph headings in this sublease are for convenience only and this Leaseare not to be construed as a part hereof or in any way defining, limiting, or amplifying the preprinted terms of provisions hereof. The words “Landlord” and “Tenant,” as herein used, shall include the Master Lease plural as well as the singular. The neutral gender includes the masculine, feminine, and Amendment Number 1 thereto shall control, except solely as between non-specified. Landlord and Tenant hereunderagree that if any term, covenant, or condition herein contained is held to be invalid or void by any court of competent jurisdiction, the terms invalidity of this Lease any such term, covenant, or conditions shall control in no way affect any other term, covenant, or condition herein contained. All of the terms, covenants and conditions hereof shall be binding upon and inure to the extent benefit of the Master Lease parties hereto, their respective heirs, executors, administrators, permitted successors, permitted assigns and Amendment Number 1 thereto legal representatives. This sublease and its provisions shall be construed and enforced in accordance with and pursuant to governing Wyoming law. Tenant may not set off against rent or other sums due any claims that ▇▇▇▇▇▇ has been specifically modified hereby such or thinks it has against Landlord. This sublease may be executed in multiple counterparts and as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofexecuted shall constitute one agreement binding on all parties hereto.

Sublease. Landlord (a) Sublessor hereby leases subleases to TenantSublessee, and Tenant Sublessee hereby leases subleases from LandlordSublessor, for the term, at the rental and upon all of the conditions set forth herein, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇Premises described below. This Sublease is and shall at all times be subject and subordinate to the terms and conditions of the Agreement of Lease dated February 22, Lathrop, CA1996, as shown on the site plan attached hereto amended by that certain Amendment to Lease dated March 1, 1996, between Palo Alto Bayshore Investors, LLC, successor in interest to Menlo Palo Alto Investors, as Exhibit A and made a part hereof, together with all and singular the Land landlord (as hereinafter defined"Landlord"), and Sublessor, as tenant (the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”"Master Lease"). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 A copy of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which Lease is attached hereto as Exhibit B and by this reference made a part hereof. All of A. (b) Except to the covenantsextent set forth below, the terms, conditions and respective obligations assumed by Landlord as tenant of Sublessor and Sublessee to each other under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease Sublease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted and such terms are incorporated into this Sublease as if fully set forth herein, except for those provisions of the Master Lease that are directly contradicted by this Sublease, in which event the terms and Amendment Number 1 thereto conditions of this Sublease shall controlcontrol over the Master Lease, and except that: (i) each reference in such incorporated sections to "Lease" shall be deemed a reference to "Sublease"; (ii) each reference to the "Premises" shall be deemed a reference to the Premises then being subleased hereunder; (iii) each reference to "Landlord" and "Tenant" shall be deemed a reference to "Sublessor" and "Sublessee", respectively, except solely as between otherwise expressly set forth herein; (iv) with respect to work, services, repairs, restoration, insurance, indemnities, representations, warranties or the performance of any other obligation of Landlord and Tenant hereunderunder the Master Lease, except as set forth in Section 9 hereof, the terms sole obligation of Sublessor shall be to request the same in writing from Landlord as and when requested to do so by Sublessee, and to use Sublessor's reasonable efforts (not including the payment of money, the incurring of liabilities or the filing of legal proceedings) to obtain Landlord's performance; (v) with respect to any obligation of Sublessee to be performed under this Lease shall control to the extent Sublease, wherever the Master Lease grants to Sublessor a specified number of days to perform its obligations under the Lease, except as otherwise provided herein, Sublessee shall have one-half of the specified number of days to perform the obligation, including, without limitation, curing any defaults, unless the specified number of days is seven (7) or less, in which case Sublessee shall have three (3) fewer days to perform the obligation; (vi) with respect to any approval required to be obtained from the "Landlord" under the Master Lease, such consent must be obtained from both Landlord and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to TermSublessor, Rent, Notice, Use, Renewal Option and the likeapproval of Sublessor may be withheld if Landlord's consent is not obtained; (vii) in any case where the "Landlord" reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or those provisions that are exclusively between use the Premises or any areas beneath, above or adjacent thereto, such reservation or grant of right of entry shall be deemed to be for the benefit of both Landlord and Tenant hereunder Sublessor; (viii) in an case where "Tenant" is to indemnify, release or waive claims against "Landlord", such as Section 24 hereof.indemnity, release or waiver shall be deemed to run from Sublessee to both Landlord and Sublessor; and (ix) in any case

Sublease. Landlord 1.1. Subject to the terms and conditions set forth in this Agreement, Lessor hereby leases subleases to TenantLessee and Lessee hereby subleases from Lessor an office space located in the Property in accordance with that certain Transition Services Agreement between the Parties dated as of the date hereof (the "SUBLEASED PREMISES" and the "TRANSITION SERVICES AGREEMENT", respectively), for the Term (as defined below). 1.2. Lessee hereby undertakes to comply, with respect to the Subleased Premises, with all terms, covenants, conditions, liabilities and Tenant hereby leases from Landlord, obligations of Lessor under the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CAMaster Lease and the Management Agreement, as shown on if Lessee were the site plan attached hereto as Exhibit A original lessee under the Master Lease and made a part hereofthe Management Agreement, together MUTATIS MUTANDIS (including, without limitation, any provisions with all respect to the purpose and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to Subleased Premises, alterations, maintenance, evacuation, breach of contract, casualty, indemnity and compliance with laws), except as otherwise expressly set forth herein or in the Property Transition Services Agreement. In addition and without derogating from South ▇▇▇▇▇▇ Road the above, as between the Parties, Lessor shall not be exclusive, but shall be a shared use pursuant to Section 15.01 also have all rights of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as if it were the Landlord and Lessee were the tenant under the Master Lease. Lessor hereby agrees to make reasonable efforts to cause the Landlord to comply with its obligations under the Master Lease with respect to the Subleases Premises. 1.3. Lessee represents and warrants that it has checked the Subleased Premises and found them suitable for its needs and leases the Subleased Premises on an "as in" basis. Lessee further represents and warrants that it has adequate resources to perform its payment and other obligations under this Agreement. Except as specifically provided herein, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and Lessor shall have no obligations assumed by Landlord as tenant to Lessee under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereof.

Sublease. Landlord hereby leases to TenantExcept as otherwise provided herein, Tenant may not sublease the Leased Property or a portion thereof, without the written consent of MAC. Tenant shall be responsible for all activities of any Subtenant(s), and Tenant hereby leases from Landlord, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and shall assure that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all sublease(s) are made subject and subordinate to this Lease. No sublease shall extend beyond the Term of the obligations this Lease. Every Subtenant is subject to all of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of this Lease, including the Master provisions of this Lease which permit MAC to terminate this Lease (which would result in a termination of the sublease) if Tenant defaults in its performance of one or more of Tenant’s obligations under this Lease (whether or not the Subtenant is in default under the terms of the sublease). Tenant must include in any sublease (i) a provision whereby the Subtenant agrees, for the benefit of MAC, to indemnify MAC in a manner consistent with the indemnification provisions set forth in Section 13.3 [Indemnification] of this Lease; (ii) a provision whereby the Subtenant agrees to maintain, in the Subtenant’s own name, insurance as described in Section 13 [Insurance and Indemnification] of this Lease, as applicable; (iii) a provision making the sublease subject and subordinate to this Lease; (iv) any provisions necessary to ensure that Tenant can comply fully with this Lease; and (v) all of the language set forth in the attached Exhibit C, which includes provisions on Environmental Responsibilities, Non-Discrimination, and DBE [FAA requires that this provision in (v) be included in this Lease]; provided, however, that to the extent there are conflicts between any of the provisions of Exhibit C and this Lease, then the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as provision so included in the provisions relating sublease shall conform to Termthis Lease. Tenant shall provide a copy of any sublease to MAC, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofupon request by ▇▇▇.

Sublease. Landlord NNRCSI hereby leases subleases the Sublet Space to TenantAsterias, and Tenant Asterias hereby leases subleases the Sublet Space from LandlordNNRCSI, for the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part Term hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance subject to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of this Sublease. As to those portions of the Sublet Space identified as the Exclusive Strategic Space and the Exclusive First Floor Space (collectively the “Exclusive Portion of Sublet Space”), during the Term applicable to each of those spaces, Asterias will have exclusive use of such space, subject to NNRCSI’s rights under this Sublease and BMR’s rights under the Master Lease and this Lease, the preprinted terms . As to those portions of the Master Lease Sublet Space identified as the Shared Strategic Space and Amendment Number 1 thereto shall controlthe Shared First Floor Space (collectively the “Shared Portion of Sublet Space”), except solely as between Landlord and Tenant hereunderduring the Term applicable to each of those Spaces, the terms of this Lease shall control Asterias will share access to the extent Shared Portion of Sublet Space with NNRCSI Users, and subject to NNRCSI’s rights under this Sublease and BMR’s rights under the Master Lease Lease. NNRCSI shall deliver the Sublet Space to Asterias not later than the Commencement Date, provided that NNRCSI will thereafter complete certain Alterations to the Premises to demise the Exclusive Portion of Sublet Space to reflect the Floor Plan shown on Exhibit A, at NNRCSI’s sole expense, as soon as reasonably practicable following the Commencement Date (the “Demising Alterations”), although Asterias’ obligation to pay Rent will commence on the Commencement Date, even though the Demising Alterations are not completed. If the Term commences on a date other than the Commencement Date, NNRCSI and Amendment Number 1 thereto has been specifically modified hereby such as in Asterias shall execute a memorandum setting forth the provisions actual date of commencement of the Term. Although NNRCSI agrees to construct the Demising Alterations and all other NNRCSI Work at NNRCSI’s sole cost and expense, Asterias shall cause all Asterias’ personal property to be secured and then moved into the Sublet Space from the other portions of the Premises, at Asterias’ sole expense, and with Asterias assuming all risks relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofthereto.

Sublease. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, Such lien shall be created by a deed of trust in the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan form attached hereto as Exhibit A and made a part hereof, together with all and singular hereof as Exhibit D (the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“PropertyDeed of Trust”). The Property contains a single-story warehouse building Deed of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but Trust shall be a shared use pursuant second priority lien (subject to Section 15.01 a $3,700,000 deed of trust on one of the Master Leasetwo legal parcels comprising the Adjacent Parcel), perfected against third parties by recordation against the Adjacent Property, subject only to the lien of real property taxes not yet due and payable and all other matters of record acceptable to QRS, to be evidenced by a policy of title insurance issued by a title insurance company at QRS’ expense concurrent with recordation. The Property Escrow Holder shall be the trustee under the Deed of Trust, and the MBP Security Escrow Agreement shall provide that the Deed of Trust shall be reconveyed by the trustee and removed of record upon the first to occur of (i) MBP exercises its right of early termination provided in Section 3.B above prior to the Commencement Date and provides notice thereof to Escrow Holder, (ii) receipt by Escrow Holder into the MBP Escrow Account of $4,000,000 cash (which upon receipt shall constitute the MBP Deposit describe in Section 5.G below), whether such funds come from the proceeds of sale of the Adjacent Parcel or other funds deposited by or on behalf of MBP, or (iii) delivery to Escrow Holder of the Letter of Credit described in Section 5.J below. At such time as one of the foregoing conditions for release of the Deed of Trust is being leased satisfied, MBP shall deliver written notice to Tenant from Landlord pursuant QRS requesting that QRS cause the trustee under the Deed of Trust to reconvey its interest as tenant therein to MBP, which notice shall be accompanied by a recordable form of Substitution of Trustee and Reconveyance acceptable to MBP, which form shall be executed by QRS to permit recordation thereof and returned to MBP for recordation by MBP. If QRS fails to execute and return the form of reconveyance accompanying such notice to MBP within five (5) business days after receipt by QRS of such notice from MBP, (a) QRS shall indemnify, defend and hold MBP harmless from all claims, losses, liabilities and damages (including reasonable attorneys fees and costs) suffered or incurred by MBP that arise from QRS’s failure to so cause the trustee under the Master Lease, a copy Deed of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent Trust to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Subleasereconvey its interest therein to MBP, and Tenant assumes and agrees (b) MBP shall be entitled to be bound terminate this Sublease for such failure by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease QRS, which failure shall be deemed an Event of Default hereunder, by delivery of written notice to apply QRS of such election to Landlord in terminate this Sublease, Sublease at any time prior to QRS’s execution and all references in the Master Lease delivery to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all MBP of the obligations form of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control reconveyance referred to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofabove.

Sublease. Landlord hereby leases 1.1 Metro Center Associates, L.P. successor in interest to TenantUnum Pension and Insurance Company ("Landlord")and Sublandlord entered into a lease ("Lease") made the 9th day of August, 1991, and Tenant hereby leases from Landlord1st amendment to lease dated 11th day of November, 1996, for certain premises ("Leasehold") in the property commonly known as ▇building located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop▇.▇., CA▇▇▇▇▇ ▇▇▇, as shown on the site plan ▇▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ("Building"), a copy of which Lease is attached hereto and made a part hereof as Exhibit A EXHIBIT "A". Sublandlord hereby leases to Subtenant and Subtenant hereby leases from Sublandlord a portion of the Leasehold ("Subleased Premises") shown cross-hatched on EXHIBIT "B" attached hereto and made a part hereof. 1.2 This Sublease is expressly made subject and subordinate to all the terms, together covenants and conditions of said Lease which are incorporated herein by reference. Subtenant agrees to use the Subleased Premises in accordance with all the terms, covenants and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privilegesconditions of said Lease, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon not do or omit to do anything which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use will breach any of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenantsterms, conditions and covenants thereof. Subtenant further agrees to assume the obligation for performance of all Sublandlord's obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to as may be paid specifically modified by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, with respect only to the Subleased Premises, and Tenant assumes and agrees except in respect to the amount of Rent (as defined below) to be bound paid. Sublandlord has not offered nor conveyed any rights not afforded Sublandlord by all Landlord under the provisions Lease. 1.3 Subtenant has no authority to contact or make any agreement with Landlord concerning the Subleased Premises or the Lease, and Subtenant shall not make any payment of Rent or other charges to Landlord but only to Sublandlord; the Master Lease describes Landlord's duties; and Sublandlord is not obligated to perform Landlord's duties. If Landlord fails to perform its duties, Subtenant shall promptly provide notice to Sublandlord, then Sublandlord shall promptly notify Landlord and demand that Landlord comply with the Lease. All references In no event shall Sublandlord incur any liability, be responsible nor shall there be any set-off, deduction or abatement of Rent arising from Landlord's failure to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofcomply with its duties.

Sublease. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlordthe introductory paragraph immediately preceding Section 1 defining the term "Premises"; 1; 4.C; 4.D (provided however, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A time for payment of Additional Rent shall be changed from five (5) days and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance days to the Property from South ▇▇▇▇▇▇ Road three (3) days and twenty (20) days, respectively); 5 (provided however, that Subtenant shall not be exclusive, but shall be a shared use required to remove any of the alterations or improvements constructed in the Subleased Premises by Landlord pursuant to Section 15.01 paragraph 48 of the Master Lease. The Property is being leased ); 6; 7; 8; 9; 10; 11; 12 (provided however, that Landlord, and not Sublandlord, shall be responsible for maintaining the insurance described therein); 13; 14; 15; 16 (provided however, that Sublandlord and Subtenant acknowledge that the Master Lease provides that in no event will Landlord consent to Tenant from a sub-sublease and accordingly, the parties agree that Sublandlord shall be reasonable in withholding its consent to any sublease or assignment or other transfer of the Premises if Landlord pursuant does not consent to its interest as tenant the proposed transaction for any reason whatsoever and Sublandlord shall not be obligated to take any action against or with respect to Landlord to cause Landlord to grant consent to such transaction); 17 (provided however, that the references to "Landlord" shall mean Landlord and not Sublandlord and the references to "Tenant" shall mean both Sublandlord and Subtenant); 18; 19; 20; 21 (provided however, that Subtenant shall be entitled to an abatement of rent in the event of a casualty only to the extent that Sublandlord receives an abatement of rent under the Master Lease and further, provided however, Landlord, and not Sublandlord, shall be responsible for the repair and restoration obligations of the "Landlord"); 22 (provided however, that Subtenant shall be entitled to an abatement of Rent only to the extent that Sublandlord receives an abatement of rent under the Master Lease); 23 (provided however, a copy that the "sale or conveyance" referenced therein shall apply to the assignment of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease); 24; 25; 26; 27; 28; 29; 30; 31 (provided however, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, that the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord those set forth in this Sublease); 32; 33; 34; 36 (provided however, that subparagraph (a) is deleted and further, provided however, that the references to "partner" shall be replaced with "shareholder, officer or director"); 37; 38 (provided however, that subparagraph (i) shall be deleted); 40, 41; 42; 43; 44 (provided however, that Landlord, and all references in the Master Lease to “Tenant” not Sublandlord, shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of responsible for the obligations of the Master Lease assumed by Tenant hereunder. In "Landlord"); 45 (provided however, that Landlord, and not Sublandlord, shall be responsible for the event obligations of a conflict between "Landlord"); 46 (excluding the terms first three sentences thereof); 50 (provided however, that Landlord, and conditions not Sublandlord, shall be responsible for the obligations of "Landlord"); 52; 53 (provided however, that with respect to Subtenant's right to contest Real Property Taxes, Subtenant shall only have the Master Lease and this Leaseright to do so if Landlord consents thereto); 54 (provided however, the preprinted terms of the Master Lease and Amendment Number 1 thereto that Sublandlord only shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control be obligated to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in use reasonable efforts to cause Subtenant to benefit from the provisions relating to Term, Rent, Notice, Use, Renewal Option of said Section 54); 55; 56; and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereof57.

Sublease. Landlord Sublessor hereby leases rents and sublets the Subleased Premises to TenantSubtenant, to have and Tenant hereby leases to hold the same unto Subtenant, from Landlord, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses date hereof for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, subject to the terms and Tenant provisions hereof. Notwithstanding anything herein to the contrary, Subtenant shall hold the Subleased Premises pursuant and subject to the same terms, conditions, covenants and agreements contained in the Lease and shall perform all such functions as are required to be performed by Sublessor, as tenant/lessee therein, as to the Subleased Premises, provided, however, Subtenant shall only be responsible for the payment of "Base Rent" and "Additional Rent" as those terms are defined in the Lease, as set forth in this Sublease. Notwithstanding anything herein to the contrary, Subtenant hereby expressly assumes and agrees to keep, observe, perform and be bound by all the provisions of the Master Lease. All references to “Landlord” conditions, covenants, and agreements contained in the Master Lease on the part of Sublessor to be kept, observed and performed pertaining to the Subleased Premises and the Premises; provided, however, Subtenant shall only be deemed to apply to Landlord in this Sublease, responsible for the payment of "Base Rent" and all references "Additional Rent" as those terms are defined in the Master Lease to “Tenant” shall be deemed to apply to Tenant Lease, as set forth in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and Except as otherwise provided herein, all of the terms and provisions of the Lease which are applicable to or binding upon Sublessor, as tenant/lessee thereunder, shall also be applicable to or binding upon Subtenant in the same manner as if such terms and provisions had been set forth in full herein. All provisions of the Lease which inure to the benefit of the Landlord therein, shall inure to the benefit of and be enforceable by Sublessor herein as against Subtenant. Except as otherwise set forth herein and provided no event of default has occurred hereunder, Sublessor shall enforce on behalf of Subtenant and shall permit Subtenant to enforce, as against the Landlord, all obligations of Landlord under the Master Lease. All terms having their initial letters capitalized and not defined herein shall have the meanings set forth in the Lease. Notwithstanding any provision contained in the Lease assumed by Tenant hereunder. In to the event of a conflict between the terms and conditions of the Master Lease and this Leasecontrary, the preprinted terms of the Master Lease and Amendment Number 1 thereto following shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control apply with respect to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereof.Subleased Premises:

Sublease. Landlord hereby leases The Facility Lessee shall have the right to Tenant, and Tenant hereby leases from Landlordsublease the Undivided Interest without the consent of the Owner Lessor, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇Owner Participant or the Lease Indenture Trustee if: (a) the sublessee is a United States Person within the meaning of SECTION 7701(a)(30) of the Code that (i) is a solvent corporation, Lathroppartnership, CAbusiness trust, as shown on limited liability company or other person or entity not then subject to bankruptcy proceedings; and (ii) is not involved in material pending or unresolved litigation with the site plan attached hereto as Exhibit A Owner Participant or any of its Affiliates; and made a part hereof(iii) is, together with all or its operating, maintenance and singular use obligations under the Land sublease are guaranteed by, or such obligations are contracted to be performed by, an experienced operator of United States based, coal-fired electric generating facilities similar to the Facility; (as hereinafter defined)b) The Owner Lessor, the Buildings Owner Participant, so long as the Lessor Notes are outstanding, the Security Agent and the Bondholder Trustee shall have received an opinion of counsel, which opinion of counsel shall be reasonably acceptable to the recipients thereof, to the effect that all material regulatory approvals required to enter into the sublease have been obtained; (as hereinafter defined), improvements, appurtenances, rights, privileges, c) the sublease does not extend beyond the scheduled expiration of the Basic Lease Term or any Renewal Lease Term then in effect or irrevocably elected by the Facility Lessee (and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building may be terminated upon early termination of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”this Facility Lease) and that the parcel of land upon which the Buildings are located is expressly subject and subordinate to this Facility Lease; (the “Land”d) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master this Facility Lease and the other Operative Documents and Project Documents remain in effect and the Facility Lessee remains fully and primarily liable for its obligations under this Facility Lease, the preprinted terms other Operative Documents and Project Documents; (e) no Lease Default or Lease Event of Default shall have occurred and be continuing or be created as a result of such sublease; (f) the sublease prohibits further assignment or subletting; 45 (g) the sublease requires the sublessee to operate and maintain the Undivided Interest (or to cause the Undivided Interest to be operated and maintained) in a manner consistent with this Facility Lease; (h) the sublease does not cause the Facility to become "tax-exempt use property" within the meaning of SECTION 168(h) of the Master Lease and Amendment Number 1 thereto Code (unless the Facility Lessee shall controlmake a payment to the Owner Participant contemporaneously with the execution of the sublease that, except solely in the reasonable judgment of the Owner Participant, compensates the Owner Participant for the adverse tax consequences resulting from the classification of the Facility as between Landlord and Tenant hereunder"tax-exempt use property"); (i) Neither the sublease nor the sublessee shall jeopardize the Owner Lessor's, the terms Owner Participant's and the Lender or Bondholder Trustee's or the Security Agent's exemption from regulation under PUHCA and other laws relating to electric utilities, generators, wholesalers or retailers; and (j) the Facility sublessee shall pay all reasonable documented out-of-pocket expenses incurred by the other Lease Financing Parties in connection with such sublease. As a condition precedent to such sublease, the Facility Lessee shall provide the Owner Lessor, the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture shall not have been terminated or discharged, the Security Agent with all documentation in respect of such sublease and an opinion of counsel to the effect that such sublease complies with the provisions of this Lease shall control SECTION 19 (such documentation, counsel and opinion to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby be reasonably satisfactory to each such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofrecipient).

Sublease. Landlord 1.1 The City hereby leases subleases to Tenantthe County, and Tenant hereby leases the County subleases from Landlordthe City, on the terms and conditions set forth in this Sublease, the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan Property more particularly described by metes and bounds description in Exhibit “F” attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto incorporated herein by this reference (“Subleased Property”). The A map depicting the Subleased Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B “F-1.” The City and by this reference made a part hereofthe County hereby acknowledge and agree that, to the extent feasible and practical, the Subleased Property is coextensive with the Premises. All The City and County acknowledge and agree that modifications to the precise boundaries of the covenantsSubleased Property/Premises may be necessary to accommodate the ultimate alignment of the roadway that ultimately will be used as the primary access road to the Subleased Property/Premises. The current alignment of the roadway is shown on City of Irvine Master Subdivision Map 17008 (as amended) (as amended, conditions the "MSM") and is referred to as Marine Way on said MSM, and is currently designed as a "Primary" four-lane arterial highway (“Primary Access Road”). The parties further acknowledge that the roadway could, and likely will, ultimately undergo a name change, realignment and/or redesign from what is depicted on the MSM. The parties agree that if the roadway is realigned or redesigned from that shown on the MSM, the Subleased Property/Premises shall continue to have access to and abut a roadway along the entire frontage of the Subleased Property/Premises which frontage (and abutment to the Primary Access Road) is conceptually depicted on the attached Exhibit “D.” The parties acknowledge that in the event that significant realignment takes place to the Primary Access Road, such that a minor exchange or re-conveyance of property, as set forth more completely in this paragraph, is not feasible, the County may be provided access to portions of the Subleased Property/Premises by a secondary access road (“Secondary Access Road”), such that 100% of the Subleased Property/Premises frontage shall be abutted and have access to either the Primary Access Road or the Secondary Access Road (provided that, at a minimum, no less than approximately 90% of the linear frontage of the Subleased Property/Premises shall abut the Primary Access Road). Said abutment shall be continuous such that no non-County landowners or other non-County land interests (including but not limited to easements, licenses, etc.), other than those reflected on Exhibit “D” (as they may be modified or amended to correspond with any realignment or redesign of the Primary Access Road), shall exist between the Subleased Property/Premises and either the Primary Access Road or the Secondary Access Road as the case may be. Should a realignment or redesign of the Primary Access Road occur at any time after conveyance of the Subleased Property/Premises to the County, the parties intend to adjust the boundaries of the Subleased Property/Premises in accordance with the provisions set forth in this paragraph. In doing so, the parties agree to cooperate in good faith to implement the redesign and/or realignment, including an exchange or re- conveyance of property as necessary to effectuate such redesign and/or realignment, provided that the County shall be left with no less, and not materially more, than a 100 acre parcel. The parties agree that no additional consideration shall be required of either party to the other as a result of said boundary line adjustment. The parties further agree that the cost for the design and construction of the Secondary Access Road, should it be required, shall be done at no additional cost to the County other than County’s agreed “Fair Share” contribution as is set forth herein and in Exhibit “E,” to Implementation Agreement No. 2. 1.2 The City subleases to the County all of the City's rights, benefits and obligations assumed by Landlord as tenant under the Master Lease, together LIFOC with any addenda, modifications or exhibits thereto, except respect to the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of Subleased Property. By executing this Sublease, and Tenant the County assumes and agrees to be bound by perform all obligations and duties under the provisions of LIFOC with respect to the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease Subleased Property that had been assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control City pursuant to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofLIFOC Assignment.

Sublease. Landlord (a) Boonton hereby leases subleases to Tenant, GEM and Tenant GEM hereby leases subleases from Landlord, Boonton (the property commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined"Sublease"), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance subject to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be a shared use pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of this Agreement and the Master Lease: (i) the area in the Premises that is designated as the "B & K Area" on EXHIBIT A comprised of approximately 11,500 square feet of manufacturing, warehouse and office space, which area is not a single contiguous area; and (ii) the area in the Premises that is designated as the "Shared Area" on EXHIBIT A comprised of lobby, entryway, exits, corridors, rest rooms, loading dock, lunch room, and other common areas and facilities on the Premises (provided that the Shared Area shall be deemed to include rights of ingress and egress to the Premises), which area is not a single contiguous area (the Shared Area and the B&K Area are sometimes referred to herein collectively as the "Subleased Premises"). (b) The term of the Sublease shall be the same as the Term of this Agreement. (c) GEM shall have the exclusive use of the B&K Area during the Term for the purpose of conducting its business, subject to the right of entry of the Landlord and any of the Landlord's mortgagees under Section 15b.(2) or Section 21e of the Lease and this Lease, to an equivalent right of entry on Boonton's part. (d) GEM and Boonton shall each have the preprinted terms of nonexclusive right (in common with the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunderLandlord's other tenants, the terms of this Lease shall control to the extent that they have such right under the Master Lease Lease) to use the Shared Area during the Term. (e) Boonton shall have the exclusive use of the area of the Premises designated as the "Boonton Area" on EXHIBIT A for the purpose of conducting its business (the Boonton Area and Amendment Number 1 thereto has been specifically modified hereby such the Shared Area are sometimes referred to herein collectively as the "Boonton Premises"). The Boonton Area is not being subleased to GEM. (f) GEM shall use the Subleased Premises only for the purpose of conducting the B&K Business. GEM shall use the Subleased Premises in a manner that does not interfere with or hinder the operations of the Boonton Business in the provisions Boonton Premises or otherwise create a nuisance. (g) GEM shall conduct its operations on the Subleased Premises in a manner that does not violate, or cause Boonton to violate, the Lease. (h) Boonton shall use the Boonton Premises only for the purpose of conducting the Boonton Business. Boonton shall use the Boonton Premises in a manner that does not interfere with or hinder the operations of the B&K Business in the B&K Area or otherwise create a nuisance. (i) Boonton shall conduct Its operations on the Boonton Premises in a manner that does not violate, or cause GEM to violate, the Lease. (j) GEM will maintain the interior of the B&K Area in as good a condition and state of repair as it is in on the date hereof (fire or other casualty and ordinary wear and tear excepted). (k) GEM shall not make any alterations, installations or additions to the Subleased Premises without Boonton's prior written consent, such consent not to be unreasonably withheld. (l) Boonton represents as of the date hereof (i) that it is in compliance with all Laws with respect to the physical condition of the Premises and the use and occupancy and physical operations of the Premises. As used herein, "Laws" means any and all laws, statutes, regulations, orders, or decrees of, or agreements with, or permits from, any federal, foreign, state or local government or other governmental or quasi-governmental authority, including laws, statutes or regulations relating to Termequal employment opportunities, Rentfair employment practices, Noticeoccupational health and safety, Use, Renewal Option wages and the like, or those provisions that are exclusively between Landlord hours and Tenant hereunder such as Section 24 hereofdiscrimination.

Sublease. Landlord Sublessor does hereby leases to Tenantdemise, lease and let unto Sublessee and Sublessee’s subsidiaries, including, without limitation, Aires Pharmaceuticals, Inc., SD Pharmaceuticals, Inc., and Tenant SynthRx, Inc., (collectively, “Subsidiaries”), and Sublessee does hereby leases lease and take from LandlordSublessor, for the use by Sublessee and its Subsidiaries, upon the terms and conditions hereinafter set forth, the property following described subleased premises: Approximately 13,707 rentable square feet of space located on the fifth (5th) floor of the Building and commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, Suite 500 as shown on the site plan sketch attached hereto as Exhibit A and made a part hereof, together with all and singular incorporated herein by reference (the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“PropertySubleased Premises”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (Notwithstanding the “Buildings”) and that above demising language with respect to the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance Subleased Premises by the Subsidiaries, Sublessor and Sublessee agree that the Subsidiaries are not parties to this Sublease and shall have no standing as the Sublessee or as a subtenant hereunder to enforce the provisions hereof against Sublessor, and, provided, further, that Sublessee shall be responsible for the acts and omissions of the Subsidiaries in their use of the Subleased Premises, and the indemnifications of Sublessor by Sublessee hereunder shall include the acts and omissions of the Subsidiaries. Sublessor, Sublessee and the Subsidiaries agree that the intention of the demising to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but shall be Subsidiaries hereunder is to permit a shared licensing by Sublessee to the Subsidiaries of the use of the Subleased Premises for the Sublease Term pursuant to Section 15.01 of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofSublease.

Sublease. Landlord (a) Raytheon hereby leases subleases to TenantSubtenant those portions of the Overleased Premises, more particularly described on EXHIBIT B attached hereto, subject to the terms and conditions hereof (the "SUBLEASE PREMISES"). Raytheon shall construct, at its sole cost and expense, demising walls and other improvements pursuant to plans and specifications to be mutually agreed upon by the parties and described generally in the Transition Agreement. (b) EXHIBIT B attached hereto identifies approximately 17,500 square feet of space (the "RELEASE SPACE") which is included as part of the Sublease Premises on the Mezzanine and Manufacturing Floors of the North Building. On the Commencement (1) Subject to review by, and Tenant consent of, Texas Instruments Incorporated. Date (as defined in Section 5), Raytheon has certain personnel and furniture, fixtures and equipment located within the Release Space. Subtenant hereby leases grants Raytheon a license, revocable by written notice given to Raytheon at any time within ninety (90) days from Landlordthe date hereof, to continue to use and enjoy the property commonly known Release Space without disruption or interference by Subtenant. At any time prior to ninety (90) days after the date hereof, Subtenant may, after giving Raytheon thirty (30) days prior written notice (the "TERMINATION NOTICE"), terminate the license for the Release Space and request that Raytheon vacate the Release Space within such thirty (30) day period after Raytheon's receipt of the termination notice. Within such thirty (30) day period, Raytheon shall vacate the Release Space at its sole cost and expense and promptly thereafter construct, at Raytheon's sole cost and expense (not to exceed the maximum amount specified in the Transition Agreement), walls and other improvements with respect to the Release Space pursuant to plans and specifications to be mutually agreed upon by the parties and described generally in the Transition Agreement. Should Subtenant fail to give the termination notice to Raytheon within ninety (90) days from the date hereof, then under such circumstances, (i) the Sublease Premises shall be reduced for all purposes by deleting the Release Space from the Sublease Premises, (ii) to the extent appropriate, Raytheon shall construct, at its sole cost and expense, demising walls and other improvements separating the Release Space from the Sublease Premises pursuant to plans and specifications to be mutually agreed between the parties, (iii) the Applicable Percentage of monthly rental provided under Section 6 below shall be reduced to 11.7%, and (iv) the CAM Costs shall be reduced as provided under Section 3(b) below. In the event that Subtenant elects to take over the Release Space, Raytheon acknowledges that Subtenant may use portions of the mezzanine area for a lobby and miscellaneous manufacturing. (c) This Sublease shall be deemed to contain all of the same covenants, agreements, conditions, terms and provisions as contained in the ▇▇▇▇▇ ▇▇▇▇▇ ▇, MUTATIS MUTANDIS (the necessary changes being made to reflect the fact that Raytheon is the Landlord, Subtenant is the Tenant and that not all of the Overleased Premises is being subleased to Subtenant), and except that the following sections of the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet each, and a single-story office building of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusiveapply hereto: (a) Article 1, but shall be a shared use pursuant Section 1.01 as to Leased Premises and Primary Term; (b) Article 1, Section 15.01 1.04 as to Renewal Option; (c) Article 1, Section 1.05 as to Transition Activities; (d) Article 2, Section 2.01 as to Base Rent; (e) Article 2, Section 2.03 as to Utility Charges; (f) Article 2, Section 2.04 as to Payment of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereof.;

Sublease. Landlord hereby leases to Tenant, (a) From and Tenant hereby leases from Landlordafter the Effective Date and at the Purchaser’s sole option, the property commonly known parties shall use their commercially reasonable efforts to (i) obtain any required written consent of the landlord (the “Main Landlord”) of the Sub-Leased Premises (as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇defined below) to the Sublease Agreement; and (ii) execute and deliver the Sublease Agreement, Lathropin each case as of the Closing Date or no later than ninety (90) calendar days following the Closing Date. (b) In the event that the parties are unable to execute and deliver the Sublease Agreement, CAwith the Main Landlord’s written consent, as shown on of the site plan attached hereto as Exhibit A and made Closing Date, the Seller Parties shall, for a part hereof, together with all and singular period not exceeding ninety (90) calendar days from the Land Closing Date (as hereinafter definedthe “Transition Period”), permit the Buildings Transferred Employees to use and occupy a portion of the Seller Parties’ facilities, as identified in the Sublease Agreement, including all fixtures and improvements of the Seller Parties thereat (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (the “PropertySub-Leased Premises”). The Property contains Purchaser shall use the Sub-Leased Premises for office use only in accordance with business decorum as per prior practice and with all applicable leases and Applicable Law. (c) The Seller Parties and the Purchaser agree that during the Transition Period, the Purchaser shall reimburse the Seller Parties on a singlepro rata basis (based on the square footage of the Sub-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office areaLeased Premises), two (2) metalfor each full or partial month the Purchaser utilizes or otherwise occupies the Sub-sided storage buildings of 10,000 square feet eachLeased Premises, for all applicable rent, charges, fees and a single-story office building of approximately 4,800 square feet (the “Buildings”) other overhead costs for use and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use occupancy of the existing entrance Sub-Leased Premises incurred by the Seller Parties and/or its Affiliates, such amount to be paid to the Property from South ▇▇▇▇▇▇ Road Seller Parties within ten (10) Business Days of receipt by the Purchaser of an invoice therefor. The Purchaser shall maintain insurance coverage on the Sub-Leased Premises during the Transition Period, with terms and amounts of coverage to be commercially reasonable or as otherwise required in the Sublease Agreement and naming the Seller Parties as an additional named insured or loss payee, as applicable. If the parties have not executed and delivered the Sublease Agreement, with the Main Landlord’s written consent, prior to the expiration of the Transition Period, the Purchaser must vacate the Sub-Leased Premises no later than the end of the Transition Period. Upon vacating the Sub-Leased Premises, the Purchaser shall not be exclusive, but entitled to remove any fixtures or property and shall be leave the Sub-Leased Premises in as good a shared use pursuant condition as it was prior to Section 15.01 the Transition Period. (d) The Purchaser shall indemnify and hold the Main Landlord of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice Sub-Leased Premises and the term of the Master Lease, are hereby incorporated as a part of this SubleaseSeller Parties and their Affiliates, and Tenant assumes their respective shareholders, subsidiaries, officers, directors, employees, successors and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease shall be deemed to apply to Landlord in this Subleasepermitted assigns, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce harmless from any and all Damages arising from (i) the actions of the obligations Purchaser or its Affiliates, or any of their respective guests or Representatives (including the Transferred Employees), with regard to their conduct of business in, or use or occupancy of, the Sub-Leased Premises; (ii) any accidents, damages or injuries to persons or property occurring in, on or about the Sub-Leased Premises, other than accidents, damages or injuries caused by the Seller Parties or Main Landlord or their respective officers, employees, agents or contractors; or (iii) any breach or default under the Seller Parties’ lease agreement with Main Landlord resulting from the Transferred Employees use and occupancy of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofSub-Leased Premises.

Sublease. Landlord Is Subject to Master Lease. This Sublease is subject to and subordinate to the Master Lease. Sublessee shall not commit or permit to be committed on or in the Premises, the Building, the Common Areas or any other portions of the Industrial Center any act or omission which shall violate any of the terms or conditions of the Master Lease as set forth in Exhibit A hereto. Except as otherwise expressly provided herein, all the terms and conditions contained in the Master Lease are hereby leases incorporated as terms and conditions of this Sublease (with each reference in the Master Lease to Tenant"Lessor" and "Lessee" to be deemed to refer to Sublessor and to Sublessee, respectively, hereunder, and Tenant hereby leases from Landlordall references to the term "Lease" to be deemed to refer to this Sublease), and along with all of the terms and conditions set forth herein, shall be the complete terms and conditions of this Sublease. Except as otherwise provided in this Sublease, Sublessee assumes and agrees to perform for the benefit of Master Lessor and Sublessor all obligations of Sublessor, as lessee, under the Master Lease which accrue on or after the Sublease Commencement Date. The termination of the Master Lease shall, at Master Lessor's sole option and except as Master Lessor shall otherwise have previously agreed in writing with Sublessee, constitute a termination of the Sublease. Notwithstanding any other provision of this Sublease, with respect to incorporating the Master Lease into this Sublease, the property commonly known as following provisions of the Master Lease are not incorporated into this Sublease: Article 1, Sections 3.1 and 3.3 of the Initial Lease, Sections 48, 49, 50, 56, 57, 59, 60 and 61 of the Addendum to the Initial Lease, Sections 64, 65, 66, 69 and 70 of Addendum 2, all of Add▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Lathrop, CA, as shown on the site plan attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges▇ of Addendum 4, and easements pertaining Exhibit B of the Initial Lease. References to "Lessor" in the following sections of the Initial Lease and Addendum attached thereto shall mean Master Lessor only, provided that the foregoing shall not relieve Sublessee of its obligations under any such sections, all of which obligations have been incorporated into this Sublease and shall be enforceable by Sublessor: 2.5, 2.6, Article 9, 10, 11, 17, 30, 32 (“Property”). The Property contains a single-story warehouse building except that Sublessor shall also have the right to enter the Premises at reasonable times to make inspections of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet eachsame, and a single-story office building such activity of approximately 4,800 square feet (the “Buildings”) and that the parcel of land upon which the Buildings are located (the “Land”) contains approximately thirty (30) acres. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road shall not be exclusive, but Sublessor shall be a shared use pursuant to Section 15.01 without abatement of the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master LeaseSublessee's rent, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” in the Master Lease nor shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereof.Sublessor have any

Sublease. Landlord hereby leases to TenantConcurrent with the Closing hereunder, and Tenant hereby leases as an additional condition to Purchaser's obligation to close escrow, Seller and Purchaser shall enter into a written lease agreement or, in the event the acquisition of the Property is financed through a synthetic lease structure, Seller and Veritas Software Corporation (or any wholly owned subsidiary of Veritas Software Corporation) shall enter into a written sublease agreement (such lease or sublease is referred to herein as the "Sublease") under which, as of the date of Closing, Seller shall lease from LandlordPurchaser or sublease from Veritas Software Corporation (or any wholly-owned subsidiary of Veritas Software Corporation) the existing approximately 119,000 square foot building located on the Land and Seller shall be granted the right to use the existing parking areas and other related facilities and/or equipment to utilize the premises as needed for Seller's business, the property commonly known as ▇▇▇▇▇ located at 350 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, LathropMountain View, CACalifornia. The term of the Sublease shall be for a minimum term of twelve (12) months and shall expire, if not earlier terminated, no later than December 31, 2000. Seller may elect in its sole discretion to terminate the Sublease early upon not less than twelve (12) months notice to the landlord thereunder. Said Sublease shall be in the form and content of Exhibit B attached hereto. Seller agrees that such Sublease may be subordinated to the terms of a master lease or off-balance sheet financing operating lease to be entered into by Purchaser, as shown on the site plan attached hereto as Exhibit A and made a part hereof, together with all and singular the Land (as hereinafter defined), the Buildings (as hereinafter defined), improvements, appurtenances, rights, privileges, and easements pertaining thereto (“Property”). The Property contains a single-story warehouse building of approximately 144,000 square feet (including adjacent modular restrooms and two-story office area), two (2) metal-sided storage buildings of 10,000 square feet eachlessee, and a singlethird party, as part of Purchaser's financing of the acquisition of the Property, provided that Seller is granted non-story office building disturbance rights (on terms and conditions reasonably acceptable to Seller and providing that a termination of approximately 4,800 square feet (such master lease shall not cause a termination of Seller's rights under the “Buildings”Sublease) and that such master lease shall not adversely affect Seller's rights under the parcel of land upon which Sublease and/or increase Seller's obligations under this Agreement or the Buildings are located (the “Land”) contains approximately thirty (30) acresSublease. Tenant’s use of the existing entrance to the Property from South ▇▇▇▇▇▇ Road The Sublease shall not be exclusive, but shall be a shared use pursuant subordinated to Section 15.01 of any master lease or off-balance sheet financing operating lease as referred to above (or any other financing secured by the Master Lease. The Property is being leased to Tenant from Landlord pursuant to its interest as tenant under the Master Lease, a copy of which is attached hereto as Exhibit B and by this reference made a part hereof. All of the covenants, conditions and obligations assumed by Landlord as tenant under the Master Lease, together with any addenda, modifications or exhibits thereto, except the provisions dealing with rent to be paid by Landlord thereunder, the addresses for notice and the term of the Master Lease, are hereby incorporated as a part of this Sublease, and Tenant assumes and agrees to be bound by all the provisions of the Master Lease. All references to “Landlord” Premises described in the Master Lease shall be deemed to apply to Landlord in this Sublease, and all references in the Master Lease to “Tenant” shall be deemed to apply to Tenant in this Sublease. All references to “lease” in the Master Lease shall be deemed to mean this Sublease. Landlord shall be authorized to enforce any and all of the obligations of the Master Lease assumed by Tenant hereunder. In the event of a conflict between the terms and conditions of the Master Lease and this Lease, the preprinted terms of the Master Lease and Amendment Number 1 thereto shall control, except solely ) unless Seller is granted such non-disturbance rights as between Landlord and Tenant hereunder, the terms of this Lease shall control to the extent the Master Lease and Amendment Number 1 thereto has been specifically modified hereby such as in the provisions relating to Term, Rent, Notice, Use, Renewal Option and the like, or those provisions that are exclusively between Landlord and Tenant hereunder such as Section 24 hereofprovided above.