Common use of Use Clause in Contracts

Use. Sublessee shall use the Subleased Premises for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warranties.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master Lease. Sublessee acknowledges that it is thoroughly familiar Basic Lease Provisions, and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as amended defined in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. To Landlord’s actual knowledge, the Permitted Use will not result in the voidance of or an increase in insurance risk with respect to the insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord has received no written notice from any Governmental Authority (as defined in Section 9 below) that the Project is not in compliance with the applicable provisions of the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with regulations promulgated pursuant thereto, “ADA”). Landlord shall be responsible, or any laws relating to earthquake or other life/safety matters or Hazardous Substances at Landlord’s sole cost and expense (and not as defined below), except as set forth in this Sublease. The parties hereto agree that an Operating Expense) for the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in compliance of the Subleased Premises existing Common Areas of the Project with the ADA as of the date hereof Lease Date. To the extent arising after the Lease Date, Landlord shall, as an Operating Expense (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or extent such BuildingLegal Requirement is generally applicable to similar buildings in the area in which the Project is located) or at Tenant’s systems and which are then in effect and which expense (to the extent such Legal Requirement is applicable solely by their terms may be assigned without the consent reason of Tenant’s, as compared to other tenants of the counterparty thereto Project, particular use of the Premises or any alterations or modifications made by Tenant) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements, including the ADA. In addition, Landlord shall, at Landlord’s expense, make any alterations or modifications to the Premises that are required due to the non compliance of the Premises with Legal Requirements applicable to the Premises as of the Substantial Completion of Landlord’s Work, except to the extent such alterations or modifications are required by Legal Requirements (including, without limitation, compliance of the Premises with ADA) related to Tenant’s particular use of the Premises. Notwithstanding any other provision herein to the contrary, subject to the first two sentences of this paragraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of any failure of the Building Warranties is conditioned on this Sublease being Premises to comply with Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in full force and effect and that upon expiration or termination connection with any failure of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have Premises to comply with any further right, title or interest in the Building WarrantiesLegal Requirement.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment that would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Landlord hereby consents to the transport through the Common Areas and the placement within the Premises (in the locations reflected on the Space Plan (as defined in the Work Letter)) of the Tenant equipment reflected in the Space Plan pursuant to its determination that the same, as located as reflected in the Space Plan, is within the structural capacity of the floor of the Premises. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Premises and the Common Areas of the Project with Legal Requirements as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building Warranties is conditioned on this Sublease being that are required by Legal Requirements. Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s specific use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in full force investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and effect disbursements and that upon expiration costs of suit) (collectively, “Claims”) arising out of or termination in connection with Tenant’s failure to comply with Legal Requirements applicable to Tenant’s specific use or occupancy of this Subleasethe Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the conditional assignment shall terminate automatically and Sublessee shall not have Premises to comply with any further right, title Legal Requirement applicable to Tenant’s specific use or interest in occupancy of the Building WarrantiesPremises or Tenant’s Alterations.

Use. Sublessee Tenant shall use the Subleased Premises facility for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition operation of the Subleased Premisesa licensed RCFE, and Sublessee agrees for no other purpose whatsoever without Landlord's prior written consent, which consent may be withheld in Landlord's sole and absolute discretion. Tenant shall not do, bring or keep anything in, on or about the Premises that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent will cause a cancellation of any insurance maintained by either Landlord or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties Tenant with respect to the Building and/or Premises or any personal property located or used thereon, and Tenant shall comply with all requirements imposed by the insurance companies issuing such Building’s systems insurance. Tenant shall not use the Premises in any manner that will constitute waste of the Premises or a nuisance or unreasonable annoyance to owners or occupants of adjacent properties. Tenant shall not do anything on the Premises that will cause damage to the Premises or any part thereof. No machinery, apparatus or other appliance shall be used or operated in, on or about the Premises that will in any manner injure the Premises or any part thereof. Tenant shall pay all payrolls promptly when due respecting all personnel at the Premises and shall file all governmental reports required pursuant thereto (including, without limitation, payroll tax returns), and shall pay such taxes promptly and before delinquency. Tenant shall comply with, and the leasehold created by this Lease shall at all times be subject to, all covenants, conditions, restrictions, easements and rights of way affecting the Premises or the real property on which the Premises are then in effect and located. At Landlord=s request, Tenant shall furnish any bond which by their terms may be assigned without required by law in connection with the consent holding of the counterparty thereto (collectivelyany funds from residents, “Building Warranties”)including resident's trust funds, and an accounting therefor. The assignment of the Building Warranties is conditioned on this Sublease being Tenant shall be fully responsible for such funds, and agrees to indemnify, defend and hold Landlord harmless from and against any losses, liabilities, costs or expenses arising in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee connection therewith. Tenant shall not have conduct or permit to be conducted in, from or upon the Premises any further rightsale by auction, title whether such auction be voluntary, involuntary, pursuant to any assignment for the payment of creditors or interest in the Building Warrantiespursuant to any bankruptcy or other insolvency proceeding.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except as set forth in this Subleaseincrease the insurance risk, or cause the disallowance of any sprinkler or other credits. The parties hereto agree use that Tenant has disclosed to Landlord that Tenant will be making of the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, Commencement Date will not result in the “Existing Alterations”). Sublessor hereby assigns all voidance of its right, title and interest under any warranties or an increased insurance risk with respect to the Building insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such Building’s systems and which are then items through the Common Areas of the Project or in effect and which by their terms may be assigned the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall not, without the counterparty thereto prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with the ADA as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are Net Multi-Tenant Laboratory 455 Mission Bay/Twist Bioscience - Page 7 required by Legal Requirements. Except as provided in the two immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) triggered by Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Building Warranties is conditioned on this Sublease being Premises or any Tenant Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in full force and effect and that upon expiration connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s specific use or termination occupancy of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have Premises or any further right, title or interest in the Building WarrantiesTenant Alterations.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except materially increase the insurance risk as set forth a result of a change in this SubleaseTenant’s operations following the Commencement Date to include activities not customarily being performed by comparable tenants in comparable buildings in the ▇▇▇▇▇▇ ▇▇▇▇▇ area, or cause the disallowance of any sprinkler or other credits. The parties hereto agree that Tenant shall not permit any part of the plans attached hereto Premises to be used as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s particular use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises (unless Tenant agrees to pay for any reinforcement of the floor as reasonably determined to be necessary by Landlord) or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Building (unless Tenant agrees to pay the cost of any increase in capacity). Landlord shall be responsible for the compliance of the Premises and the Common Areas of the Project with Legal Requirements as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises or any Tenant Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. For purposes of Section 1938 of the California Civil Code, as of the date hereof (collectivelyof this Lease, the “Existing Alterations”)Project has not been inspected by a certified access specialist. Sublessor hereby assigns all Tenant acknowledges and agrees that as of its rightthe date of this Lease, title and interest under any warranties with respect to the Building and/or such Building’s systems has not been constructed and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of that because the Building Warranties is conditioned on this Sublease being has not been constructed, there are no existing disclosures for Landlord to provide to Tenant in full force and effect and that upon expiration or termination of this Sublease, connection with the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the California Nonresidential Building WarrantiesEnergy Use Disclosure regulations.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Building Warranties Premises which is conditioned on this Sublease being declared by any Governmental Authority (as defined in full force and effect and Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon expiration or termination demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this SubleaseSection or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the conditional assignment floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall terminate automatically and Sublessee cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not have place any further right, title machinery or interest equipment which will overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Building WarrantiesProject elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project (but not the Premises) with the Legal Requirements as of the Commencement Date (including compliance of the Common Areas of the Project with Legal Requirements triggered by Landlord’s Work). Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) make any alterations or modifications to the Project that are required by Legal Requirements, including the ADA, unless such alterations or modifications are triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or any Tenant Alterations, in which case Landlord shall make such alterations or modifications to the Project at Tenant’s expense. Except as provided in the immediately preceding sentence, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises or any Tenant Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or any Tenant Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of the Premises or any Tenant Alterations.

Use. Sublessee shall Tenant may use the Subleased Premises for any legal the Healthcare Use and for no other use permitted under the Master Leaseor purpose. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for SublesseeTenant’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply must be in accordance with all applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)Laws, including, but without limitation, applicable zoning and land use Laws. In no event shall the Premises be used for any purpose which shall violate any of the provisions of any Permitted Encumbrance or any covenants, restrictions or agreements hereafter created by or consented to by Tenant applicable to the Premises; provided, however, that this sentence shall not limited toapply with respect to any Permitted Encumbrance in effect on the Date of Rent Commencement so long as (i) the title insurance policy obtained by Landlord in connection with its purchase of the Premises (and the simultaneously issued Lender’s policy of title insurance) contains affirmative insurance against any loss arising due to a violation of such Permitted Encumbrance or if such affirmative title insurance is subsequently provided to Landlord and Lender at Tenant’s cost with respect to such Permitted Encumbrance on terms and conditions satisfactory to Landlord and Lender in their sole discretion, the Americans With Disabilities Actand (ii) violation of such Permitted Encumbrance could not result in Landlord or Lender suffering (A) any criminal liability, as amended penalty or sanction, (“ADA”)B) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and Lender, or any laws relating to earthquake (C) defeasance or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) loss of priority of its interest in the Subleased Premises existing as of the date hereof (collectivelyPremises; provided, the “Existing Alterations”)further, however, that TENANT SHALL NONETHELESS BE OBLIGATED TO INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD, LENDER AND ALL OTHER INDEMNIFIED PARTIES, FROM ANY AND ALL LOSSES, LIABILITIES, PENALTIES, ACTIONS, SUITS, CLAIMS, DEMANDS, JUDGMENTS, DAMAGES, COSTS OR EXPENSES SUFFERED AS A RESULT OF THE VIOLATION OF ANY SUCH PERMITTED ENCUMBRANCE BY TENANT. Sublessor hereby assigns all of its right, title and interest under any warranties Tenant agrees that with respect to the Building and/or such Building’s systems Permitted Encumbrances and which are then in effect any covenants, restrictions or agreements hereafter created by or consented to by Tenant, Tenant shall observe, perform and which comply with and carry out the provisions thereof required therein to be observed and performed by their terms may be assigned without Landlord. Notwithstanding the consent of the counterparty thereto (collectivelyforegoing, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee Tenant shall not have any further rightuse, title occupy or interest permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Building WarrantiesPremises in a manner which would constitute a public or private nuisance or waste.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Building Warranties Premises which is conditioned on this Sublease being declared by any Governmental Authority (as defined in full force and effect and Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon expiration or termination demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this SubleaseSection or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the conditional assignment floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall terminate automatically and Sublessee cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not have place any further right, title machinery or interest equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Building WarrantiesProject elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations.

Use. Sublessee The Premises shall only be used for general office use consistent with the Subleased operation of a first-class office building on the;Olympic Corridor in the West Los Angeles area (the "Specified Use") and for no other purposes, without Landlord's prior written consent, which consent shall be in Landlord's sole discretion. Any proposed revision of the Specified Use by Tenant shall be for a use consistent with those customarily found in first-class office buildings. Reasonable grounds for Landlord withholding its consent shall include. but not be limited to: a) the proposed use will place a disproportionate burden on the Building systems; b) the proposed user is for governmental or medical purposes or for a company whose primary business is that of conducting boiler-room type transactions or sales; c) the proposed use would generate excessive foot traffic to the Premises and/or Building. So long as Tenant is in control of the Premises, Tenant covenants and agrees that it shall not use, suffer or permit any person(s) to use all or any portion of the Premises for any legal use permitted under purpose in violation of the Master Lease. Sublessee acknowledges that it is thoroughly familiar laws of the United States of America, the State of California, or the ordinances, regulations or requirements of the City or County of Los Angeles, or other lawful authorities having jurisdiction over the Building, Tenant shall not do or permit anything to be done in or about the Premises which will materially obstriict or unreasonably interfere with the condition rights of other tenants or occupants of the Subleased Building, or injure them; Tenant shall not use or allow the Premises to be used for any pornographic or violent purposes, nor shall Tenant cause, commit, maintain or permit the continuance of any nuisance or waste in, on or aboui the Premises, and Sublessee agrees . Tenant shall not use the Premises in any manner that it in Landlord's reasonable judgrhent would adversely affect or interfere with any services Landlord is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject required to all latent furnish to Tenant or patent defects, without to any representation other tenant or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition occupant of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”)Building, or that would interfere with or obstruct the proper and economical rendition of any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesservice.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 10 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. The use that Tenant has disclosed to Landlord that Tenant will be making of the Premises as set forth of the Commencement Date will not result in the voidance of or an increased insurance risk or cause the disallowance of any sprinkler or other credits with respect to the insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Building. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) or at Tenant’s expense (to the extent such Legal Requirement is applicable by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or Tenant’s alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as otherwise provided in the immediately preceding sentence, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, subject to the first sentence of this paragraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or caused by Tenant’s failure to comply with any Legal Requirements as required in connection with Tenant’s particular use or occupancy of the Premises as provided in this Subleaseparagraph, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement as required in connection with Tenant’s particular use or occupancy of the Premises as provided in this paragraph. The parties hereto agree that For purposes of Section 1938 of the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing California Civil Code, as of the date hereof (collectivelyof this Lease, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which Project has not been inspected by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesa certified access specialist.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 10 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement; provided, except however, that if the applicable Governmental Authority grants to Tenant time in addition to such 10 day period to discontinue its use of the Premises, Tenant may continue to operate in the Premises for such additional period granted by the applicable Governmental Authority. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s particular use of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Building (unless Tenant agrees to pay the cost of any increase in capacity). Landlord shall be responsible, at Landlord’s cost and expense, for the compliance of the Premises and the Common Areas of the Project with Legal Requirements as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises or any Tenant Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. For purposes of Section 1938 of the California Civil Code, as of the date hereof (collectivelyof this Lease, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which Project has not been inspected by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesa certified access specialist.

Use. Sublessee Tenant shall continuously occupy and use the Subleased Premises only for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents Permitted Use (as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Subleasethe Basic Lease Information) and shall comply with all Laws relating to the use, condition, access to, and occupancy of the Premises and will not commit waste, overload the Building’s Structure or the Building’s Systems or subject the Premises to any use that would damage the Premises. Tenant, at its sole cost and expense, shall obtain and keep in effect during the Term, all permits, licenses, and other authorizations necessary to permit Tenant to use and occupy the Premises for the Permitted Use in accordance with applicable Law. The population density within the Premises as a whole shall at no time exceed one person for each three hundred (250) rentable square feet in the Premises. Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant: (a) Tenant shall bear the risk of complying with Title III of the Americans With Disabilities Act of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such laws, as amended from time to time (the “Disabilities Acts”) in the Premises; and (b) Landlord shall bear the risk of complying with the Disabilities Acts in the Common Areas (subject to all applicable zoningreimbursement as set forth in Exhibit B), municipal, county and state laws, ordinances and regulations governing and regulating other than compliance that is necessitated by the use of the Subleased PremisesPremises for other than the Permitted Use or as a result of any Alterations made by Tenant (which risk and responsibility shall be borne by Tenant). Tenant shall not use any substantial portion of the Premises for a “call center”, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”)other telemarketing use, or any laws relating credit processing use. In addition, the Premises shall not be used for any purpose which creates strong, unusual, or offensive odors, fumes, dust or vapors; which emits noise or sounds that are objectionable due to earthquake intermittence, beat, frequency, shrillness, or loudness; which is associated with indecent or pornographic matters; or which involves political or moral issues (such as abortion issues). Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants or Landlord in its management of the Building. Tenant shall not knowingly conduct or permit to be conducted in the Premises any activity, or place any equipment in or about the Premises or the Building, which will invalidate the insurance coverage in effect or increase the rate of fire insurance or other life/safety matters insurance on the Premises or Hazardous Substances (as defined below)the Building. If any invalidation of coverage or increase in the rate of fire insurance or other insurance occurs or is threatened by any insurance company due to activity conducted from the Premises, except as set forth in this Sublease. The parties hereto agree or any act or omission by Tenant, or its agents, employees, representatives, or contractors, such statement or threat shall be conclusive evidence that the plans attached hereto increase in such rate is due to such act of Tenant or the contents or equipment in or about the Premises, and, as Exhibit B accurately reflect all Alterations (as defined below) in a result thereof, Tenant shall be liable for such increase and such increase shall be considered Additional Rent payable with the Subleased next monthly installment of Base Rent due under this Lease, and Landlord’s acceptance of such amount shall not waive any of Landlord’s other rights. In no event shall Tenant introduce or permit to be kept on the Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to or brought into the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectivelyany dangerous, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration noxious, radioactive or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesexplosive substance.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except as set forth in this Subleaseincrease the insurance risk, or cause the disallowance of any sprinkler or other credits. The parties hereto agree use that Tenant has disclosed to Landlord that Tenant will be making of the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, Commencement Date will not result in the “Existing Alterations”). Sublessor hereby assigns all voidance of its right, title and interest under any warranties or an increased insurance risk with respect to the Building insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such Building’s systems and which are then items through the Common Areas of the Project or in effect and which by their terms the Project elevators without the prior written consent of Landlord. Except as may be assigned provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the counterparty thereto Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) make any alterations or modifications to the Project that are required by Legal Requirements, including the ADA, unless such alterations or modifications are triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or any Tenant Alterations, in which case Landlord shall make such alterations or modifications to the Project at Tenant’s expense. Except as provided in the immediately preceding sentence, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises or any Tenant Alterations. Notwithstanding any other provision herein to the contrary, subject to the first two sentences of this paragraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of any failure of the Building Warranties is conditioned on this Sublease being Premises to comply with any Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in full force and effect and that upon expiration or termination connection with any failure of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have Premises to comply with any further right, title or interest in the Building WarrantiesLegal Requirement.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 business days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with the Legal Requirements as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in two prior sentences immediately preceding, Tenant, at its sole expense, shall make any alterations or modifications to the Subleased Premises existing as interior of the date hereof Premises that are required by Legal Requirements (collectivelyincluding, the “Existing Alterations”). Sublessor hereby assigns all of its rightwithout limitation, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent compliance of the counterparty thereto Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Except as otherwise expressly provided in this Lease, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have Premises to comply with any further right, title or interest in the Building WarrantiesLegal Requirement.

Use. Sublessee The Premises may be used only for general office purposes in connection with Tenant’s business and may be occupied by no more than four (4) persons per one thousand (1,000) rentable square feet (the “Permitted Use”), but for no other use without Landlord's prior written consent. Tenant shall use the Subleased Premises for never make any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased PremisesPremises which is in violation of any governmental laws, rules or regulations, whether now existing or hereafter enacted or which is in violation of the general rules and any easements, covenants or restrictions regulations for tenants (a copy of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans present rules are attached hereto as Exhibit B accurately reflect all Alterations (B) as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectivelydeveloped or modified from time to time by Landlord, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest provided such rules are uniformly applicable to all tenants in the Building Warranties(the "Rules and Regulations"), nor may Tenant make any use of the Premises not permitted, or otherwise prohibited, by any restrictive covenants which apply to the Premises. Tenant may not make any use that is or may be a nuisance or trespass, which increases any insurance premiums, or makes such insurance unavailable to Landlord on the Building. In the event of an increase in any of Landlord's insurance premiums which results from Tenant's use or occupancy of the Premises, Landlord may treat such use as a default hereunder unless Tenant, promptly upon receipt of Landlord’s demand, either discontinues such use or pays the amount of the premium increase. Tenant shall not install any equipment in the Premises that places unusual demands on the electrical, heating or air conditioning systems (“High Demand Equipment”) without Landlord’s prior written consent. No such consent will be given if Landlord determines, in its opinion, that such equipment may not be safely used in the Premises or that electrical service is not adequate to support the equipment. Landlord’s consent may be conditioned, without limitation, upon separate metering of the High Demand Equipment and Tenant’s payment of all engineering, equipment, installation, maintenance, removal and restoration costs and utility charges associated with the High Demand Equipment and the separate meter. If High Demand Equipment used in the Premises by Tenant affects the temperature otherwise maintained by the heating and air conditioning system, Landlord shall have the right to install supplemental air conditioning units in the Premises with the reasonable costs of engineering, installation, operation and maintenance of the units to be paid by Tenant. All costs and expenses relating to High Demand Equipment shall be Additional Rent, payable by Tenant upon receipt of Landlord’s invoice.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void the insurance that Tenant and Landlord are required to maintain pursuant to Section 17 hereof, except as set forth in this Subleaseincrease the insurance risk, or cause the disallowance of any sprinkler or other credits. The parties hereto agree use that Tenant has disclosed to Landlord that Tenant will be making of the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, Commencement Date will not result in the “Existing Alterations”). Sublessor hereby assigns all voidance of its right, title and interest under any warranties or an increased insurance risk with respect to the Building insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such Building’s systems and items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which are then in effect and which by their terms consent shall not be unreasonably withheld, conditioned or delayed. Except as may be assigned provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the counterparty thereto Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with Legal Requirements as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s specific use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with Legal Requirements related to Tenant’s specific use or occupancy of the Building Warranties is conditioned on this Sublease being Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in full force and effect and that upon expiration connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s specific use or termination occupancy of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title Premises or interest in the Building WarrantiesTenant’s Alterations.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except materially increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord, within 10 days after delivery to Tenant of written demand therefor, for any additional premium actually charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s particular use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Premises and the Common Areas of the Project with Legal Requirements as of the date hereof Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in connection therewith. The cost to obtain any such certification will not be included as part of Operating Expenses, but any cost to maintain such certification in effect and which by their terms may shall be assigned without the consent includable as part of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building WarrantiesOperating Expenses.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or Interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Premises and the Common Areas of the Building and the Project with Legal Requirements (including, without limitation, compliance of the Premises and the Common Areas with the ADA) as of the date hereof Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) triggered by Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or any Tenant Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s specific use or occupancy of the Premises or any Tenant Alterations. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except as set forth in this Subleaseincrease the insurance risk, or cause the disallowance of any sprinkler or other credits. The parties hereto agree use that Tenant has disclosed to Landlord that Tenant will be making of the plans attached hereto Premises as Exhibit B accurately reflect all Alterations (of the Commencement Date will not result in the voidance of or an increased insurance risk with respect to the insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with Legal Requirements, including the ADA, as of the date hereof of this Lease. Following the Commencement Date, Landlord shall, as an Operating Expense (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or extent such BuildingLegal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s systems and which are then in effect and which expense (to the extent such Legal Requirement is triggered by their terms may be assigned without the consent reason of Tenant’s, as compared to other tenants of the counterparty thereto Project, specific use of the Premises or Tenant’s alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentences and except for Landlord’s obligation under the Work Letter to substantially complete the Tenant Improvements (as defined in the Work Letter) in compliance with applicable Legal Requirements, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”) arising out of or in connection with Legal Requirements related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations (other than to the extent of Landlord’s obligation under the Work Letter to substantially complete the Tenant Improvements in compliance with applicable Legal Requirements), and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations (other than to the extent of Landlord’s obligation under the Work Letter to substantially complete the Tenant Improvements in compliance with applicable Legal Requirements). The assignment For purposes of Section 1938 of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination California Civil Code, as of the date of this SubleaseLease, the conditional assignment shall terminate automatically and Sublessee shall Project has not have any further right, title or interest in the Building Warrantiesbeen inspected by a certified access specialist.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Building Warranties Premises which is conditioned on this Sublease being declared by any Governmental Authority (as defined in full force and effect and Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon expiration or termination demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this SubleaseSection or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the conditional assignment floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall terminate automatically and Sublessee cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not have place any further right, title machinery or interest equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Building WarrantiesProject elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement, except to the extent arising from Landlord’s negligent or willful acts or omissions. Tenant’s indemnity obligations hereunder, however, shall be limited to the extent of Tenant’s authority to provide such indemnification under applicable law.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except as set forth in this Subleaseincrease the insurance risk, or cause the disallowance of any sprinkler or other credits. The parties hereto agree use that Tenant has disclosed to Landlord that Tenant will be making of the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, Commencement Date will not result in the “Existing Alterations”). Sublessor hereby assigns all voidance of its right, title and interest under any warranties or an increase insurance risk with respect to the Building insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such Building’s systems and items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which are then in effect and which by their terms shall not be unreasonably withheld or delayed; provided, however, that Landlord hereby approves the location of the items of machinery or equipment weighing 500 pounds or over as shown on Exhibit I attached hereto. Except as may be assigned provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the counterparty thereto Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) or at Tenant’s expense (to the extent such Legal Requirement is applicable solely by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or as a result of Tenant’s Alterations (excluding the Tenant Improvements)) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements, including the ADA. After the Commencement Date, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises or as a result of Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, but subject to the foregoing, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of any failure of the Building Warranties is conditioned on this Sublease being Premises to comply with any Legal Requirement, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in full force and effect and that upon expiration or termination connection with any failure of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have Premises to comply with any further right, title or interest in the Building WarrantiesLegal Requirement.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. The assignment provisions of the preceding sentence are intended to apply in the event that Tenant’s use of the Premises changes from the use that Tenant has disclosed to Landlord that Tenant will be making of the Premises as of the Commencement Date. Landlord acknowledges that Landlord does not object to the use which Tenant has disclosed to Landlord that it shall be making of the Premises as of the Commencement Date and Tenant may continue to make such use of the Premises during the Term of the Lease. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord which consent shall not be unreasonably withheld. Except as may be provided under the Work Letter and/or consented to by Landlord in connection with any Alterations, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements solely related to Tenant’s use or occupancy of the Premises, provided that if alterations or modifications to the Building or Project (that are not improvements made for the exclusive benefit of another tenant) are required as a result of the occupancy of the Building Warranties is conditioned on this Sublease being in full force by one or more tenants, and effect and that upon expiration or termination not as a result solely of this SubleaseTenant’s occupancy, the conditional assignment cost of the alterations or modifications shall terminate automatically be paid by Landlord as an Operating Expense. Tenant shall indemnify, defend, hold and Sublessee shall not have save Landlord harmless from and against any further right, title and all Claims arising out of or interest in connection with any failure of the Building WarrantiesPremises to comply with any Legal Requirement.

Use. Sublessee shall To use the Subleased Premises only for the Permitted Uses, and from time to time to procure all licenses and permits necessary therefor, at Tenant’s sole expense. With respect to any licenses or permits for which Tenant may apply, pursuant to this subsection 6.1.2 or any other provision hereof, Tenant shall furnish Landlord copies of applications therefor on or before their submission to the governmental authority. Tenant shall be solely responsible for maintaining compliance with all such permits or approvals and shall hold Landlord harmless for any legal use violations thereof by Tenant. The vivarium will be permitted under to be operated in the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition portion of the Subleased PremisesPremises shown on plans approved by Landlord in accordance with [Exhibit A], and Sublessee agrees that shall be used for biopharmaceutical research, development, handling and testing of [rodents and other small mammals] (“Permitted Animals”). If Tenant proposes to use any animals other than the Permitted Animals in its operations, it is subleasing shall first obtain the Subleased Premises on an “AS IS”prior written consent of Landlord. Animal testing, “WHERE IS” basissolely of Permitted Animals, shall be permitted subject to the following: (i) all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth testing shall be conducted in this Sublease, and subject to strict compliance with all applicable zoning, municipal, county and state laws, ordinances governmental rules and regulations governing and regulating with good scientific and medical practice; (ii) all dead animals, any part thereof or any waste products related thereto, shall be disposed of, at Tenant’ sole cost and expense, in strict compliance with all applicable governmental rules and regulations and with good scientific and medical practice; (iii) no odors, noises or any similar nuisance shall be permitted to emanate from or permeate outside the vivarium; and (iv) Tenant’s use of the Subleased vivarium shall not interfere with the peaceable and quiet use and enjoyment by other tenants or occupants of the Premises. Tenant shall procure and deliver to Landlord copies of all necessary permits and approvals necessary for the use and operation of the vivarium before allowing any actual Permitted Animals into the Premises and shall maintain such permits and approvals during the Lease Term. Tenant shall not use, and or suffer or permit the use or occupancy of, or suffer or permit anything to be done in or anything to be brought into or kept in or about the Premises or any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record part thereof (collectively, “Applicable Requirements”), including, but not limited towithout limitation, any materials, appliances or equipment used in the Americans With Disabilities Actconstruction or other preparation of the Premises and furniture and carpeting): (i) which would violate any of the covenants, as amended (“ADA”)agreements, terms, provisions and conditions of this Lease or any laws relating to earthquake other legal requirements; (ii) for any unlawful purposes or other life/safety matters or Hazardous Substances in any unlawful manner; (as defined below)iii) which, except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as reasonable judgment of Landlord shall in any way (a) impair, interfere with or otherwise materially diminish the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all quality of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force services or the proper and effect and that upon expiration economic heating, cleaning, ventilating, air conditioning or termination other servicing of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesor Premises, or with the use or occupancy of any of the other areas of the Building, or occasion injury or damage to any occupants of the Premises or other tenants or occupants of the Building; or (iv) which is inconsistent with the maintenance of the Premises. All Hazardous Substances, laboratory chemicals, laboratory animals and other laboratory materials must be brought into the Premises via the freight elevator.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall, at Landlord’s sole cost and expense, be responsible for the compliance of the Common Areas of the Project with Legal Requirements required as a result of Landlord’s Work or the Tenant Improvements as reflected on the TI Space Plans attached to the Work Letter as Schedule 2 as of the date hereof of Shell Substantial Completion. Tenant shall be responsible for the compliance of the Premises with Legal Requirements and shall be responsible for the compliance of the Common Areas of the Project with Legal Requirements required as a result of any changes to the TI Space Plans attached to the Work Letter as Schedule 2. Following the date of Shell Substantial Completion, Landlord shall, as an Operating Expense (collectivelyto the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) or at Tenant’s expense (to the extent such Legal Requirement is applicable by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under Tenant Improvements or Tenant’s alterations) make any warranties with respect alterations or modifications to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without Common Areas or the consent exterior of the counterparty thereto Building that are required by Legal Requirements. Except as otherwise provided in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to the Tenant Improvements (as defined in the Work Letter), Tenant’s use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary (other than Landlord’s responsibility for the Common Areas as provided for in the first two sentences of this paragraph), Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with Legal Requirements related to the Tenant Improvements, Tenant’s use or occupancy of the Building Warranties is conditioned on this Sublease being Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in full force and effect and that upon expiration connection with any failure of the Premises to comply with any Legal Requirement related to the Tenant Improvements, Tenant’s use or termination occupancy of the Premises or Tenant’s Alterations. For purposes of Section 1938 of the California Civil Code, as of the date of this SubleaseLease, the conditional assignment shall terminate automatically and Sublessee shall Project has not have any further right, title or interest in the Building Warrantiesbeen inspected by a certified access specialist.

Use. Sublessee Tenant shall continuously occupy and use the Subleased Premises only for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents Permitted Use (as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Subleasethe Basic Lease Information) and shall comply with all Laws relating to the use, condition, access to, and occupancy of the Premises and will not commit waste, overload the Building’s Structure or the Building’s Systems or subject the Premises to use that would damage the Premises. Tenant, at its sole cost and expense, shall obtain and keep in effect during the term, all permits, licenses, and other authorizations necessary to permit Tenant to use and occupy the Premises for the Permitted Use in accordance with applicable Law and all insurance requirements. The population density within the Premises as a whole shall at no time exceed one person for each three hundred (300) rentable square feet in the Premises. Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant: (a) Tenant shall bear the risk of complying with Title III of the Americans With Disabilities Act of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such laws, as amended from time to time (the “Disabilities Acts”) in the Premises; and (b) Landlord shall bear the risk of complying with the Disabilities Acts in the Common Areas (subject to all applicable zoningreimbursement as set forth in Exhibit C), municipal, county and state laws, ordinances and regulations governing and regulating other than compliance that is necessitated by the use of the Subleased PremisesPremises for other than the Permitted Use or as a result of any alterations or additions made by Tenant (which risk and responsibility shall be borne by Tenant). Tenant shall not use any substantial portion of the Premises for a “call center”, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”)other telemarketing use, or any laws relating credit processing use. In addition, the Premises shall not be used for any purpose which creates strong, unusual, or offensive odors, fumes, dust or vapors; which emits noise or sounds that are objectionable due to earthquake intermittence, beat, frequency, shrillness, or loudness; which is associated with indecent or pornographic matters; or which involves political or moral issues (such as abortion issues). Tenant shall not use or permit the storage of any explosives, fuel or other life/safety matters hazardous or Hazardous Substances (inflammable materials within the Premises other than such materials and in such quantities which are normal and customary in office space of this type and in compliance with all applicable Laws and insurance requirements. Tenant shall conduct its business and control each other Tenant Party so as defined below)not to create any nuisance or unreasonably interfere with other tenants or Landlord in its management of the Building. Tenant shall not knowingly conduct or permit to be conducted in the Premises any activity, except as set forth or place any equipment in this Subleaseor about the Premises or the Building, which will invalidate the insurance coverage in effect or increase the rate of fire insurance or other insurance on the Premises or the Building. The parties hereto agree If any invalidation of coverage or increase in the rate of fire insurance or other insurance occurs or is threatened by any insurance company due to activity conducted from the Premises, or any act or omission by Tenant, or its agents, employees, representatives, or contractors, such statement or threat shall be conclusive evidence that the plans attached hereto increase in such rate is due to such act of Tenant or the contents or equipment in or about the Premises, and, as Exhibit B accurately reflect all Alterations (as defined below) in a result thereof, Tenant shall be liable for such increase and shall be considered Additional Rent payable with the Subleased next monthly installment of Base Rent due under this Lease. In no event shall Tenant introduce or permit to be kept on the Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to or brought into the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectivelyany dangerous, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration noxious, radioactive or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesexplosive substance.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master Lease. Sublessee acknowledges that it is thoroughly familiar Basic Lease Provisions, and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing to the Subleased Premises on an “AS IS”use and occupancy thereof, including, without limitation, the Americans With 100 Binney, Cambridge, MA/TCR2 Therapeutics Inc. - Page 12 Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record ADA”) (collectively, “Applicable Legal Requirements” and each, a “Legal Requirement”). The number of control areas in the Premises shall comply with all applicable Legal Requirements. Tenant shall, includingupon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant shall use the Premises in a careful, safe and proper manner and shall not commit or permit waste, overload the floor or structure of the Premises, or subject the Premises to use that would damage the Premises. Tenant shall not obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including but not limited to, not conducting or giving notice of any auction, liquidation, or going out of business sale on the Americans With Disabilities ActPremises. Tenant shall not use or allow the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project, Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project or Building elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Tenant shall have access to the Premises, 24 hours per day, 7 days per week, 365 days per year, subject to the terms of this Lease and to compliance with such reasonable security or monitoring systems and procedures as Landlord may reasonably impose. Landlord shall, as amended an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) or at Tenant’s expense (to the extent such Legal Requirement is applicable solely by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements, including the ADA. Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “ADAClaims”), ) arising out of or any laws relating in connection with Legal Requirements for which Tenant is responsible hereunder or related to earthquake Tenant’s particular use of the Premises or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all its Alterations (as defined in Section 12 below) ), and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in the Subleased Premises existing as connection with any failure of the date hereof Premises to comply with any Legal Requirement. (collectivelyb) Intentionally omitted. ▇▇▇ ▇▇▇▇▇▇, the “Existing Alterations”). Sublessor hereby assigns all of its right▇▇▇▇▇▇▇▇▇, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warranties.MA/TCR2 Therapeutics Inc. - Page 13

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon five (5) business days’ written notice from Landlord, discontinue any use of the Building Warranties Premises which is conditioned on this Sublease being declared by any Governmental Authority (as defined in full force and effect and Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon expiration or termination demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this SubleaseSection or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the conditional assignment floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall terminate automatically and Sublessee cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not have place any further right, title machinery or interest equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Building WarrantiesProject elevators without the prior written consent of Landlord, which shall not be unreasonably withheld. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible, at Landlord’s sole cost, for the compliance of the Premises and the Common Areas of the Project with Legal Requirements as of the Commencement Date. Thereafter, Landlord shall be responsible, subject to reimbursement as part of Operating Expenses, for the compliance of the Common Areas of the Project with Legal Requirements first applicable to the Project following the Commencement Date, except to the extent arising from Tenant’s Alterations or Tenant’s particular use or occupancy of the Premises, in which case Tenant shall be responsible for the same. Subject to the requirements of the Work Letter, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s Alterations or Tenant’s use or occupancy of the Premises during the Term. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s Alterations or Tenant’s use or occupancy of the Premises during the Term, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s use or occupancy of the Premises during the Term.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing to the Subleased Premises on an “AS IS”use and occupancy thereof, including, without limitation, the Americans With ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. ▇▇▇▇▇, et seq. (together with the regulations promulgated pursuant thereto, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record ADA”) (collectively, “Applicable Legal Requirements” and each, a “Legal Requirement”). Tenant shall, includingupon 5 days' written notice from Landlord, but not limited to, discontinue any use of the Americans With Disabilities Act, as amended (“ADA”), or Premises which is declared by any laws relating to earthquake or other life/safety matters or Hazardous Substances Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant's or Landlord's insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased Premises existing as ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant's failure to comply with the provisions of this Section or otherwise caused by Tenant's use and/or occupancy of the date hereof (collectivelyPremises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the “Existing Alterations”)floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Sublessor hereby assigns all Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of its rightthe Project or in the Project elevators without the prior written consent of Landlord. Tenant shall not, title and interest under without the prior written consent of Landlord, use the Premises in any warranties with respect manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without Premises based upon Tenant's Share as usually furnished for the consent Permitted Use. Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the counterparty thereto Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant's use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys' fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have Premises to comply with any further right, title or interest in the Building WarrantiesLegal Requirement.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Building Warranties Premises which is conditioned on this Sublease being declared by any Governmental Authority (as defined in full force and effect and Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon expiration or termination demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this SubleaseSection or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the conditional assignment floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall terminate automatically and Sublessee cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not have place any further right, title machinery or interest equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Building WarrantiesProject elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Premises with the ADA to the extent applicable as of the Commencement Date. Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA resulting from Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements resulting from Tenant’s use or occupancy of the Premises, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement resulting from Tenant’s use or occupancy of the Premises.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement. For purposes of Section 1938 of the California Civil Code, as of the date hereof (collectivelyof this Lease, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which Project has not been inspected by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesa certified access specialist.

Use. Sublessee (a) Tenant shall use the Subleased Premises only for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances Permitted Use (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Basic Lease Information). Tenant shall not occupy or use the Premises, or permit any portion of the Premises to be occupied or used, for any business or purpose other than the Permitted Use or for any use or purpose which is unlawful in part or in whole or deemed by Landlord to be disreputable in any manner or extra hazardous on account of fire, nor permit anything to be done that will in any way invalidate or increase the rate of insurance on the Building or its contents. Tenant shall promptly upon demand reimburse Landlord for any additional premium charged for any such insurance by reason of Tenant's failure to comply with the provisions of this Paragraph. Tenant will conduct its business and control its agents, employees and invitees in such a manner as not to create any nuisance, interfere with, annoy or disturb other tenants or interfere with Landlord in the management of the Building, the Property or the Park. Tenant will maintain the Premises in a clean, healthful and safe condition and will comply with all laws, ordinances, orders, rules and regulations of all state, federal, municipal and other agencies or bodies having jurisdiction over the Premises and governing the use, condition or occupancy of the Premises, whether existing as of the date hereof Commencement Date or enacted subsequent thereto. (collectivelyb) If any governmental license or permit shall be required for the proper and lawful conduct of Tenant's business in the Premises or any part thereof, Tenant shall duly procure and thereafter maintain such license or permit and submit the “Existing Alterations”)same to Landlord. Sublessor hereby assigns Landlord agrees to cooperate with Tenant and to execute such applications, certificates and other documents as Tenant shall reasonably request in order for Tenant to procure or maintain any such license or permit, provided that same is at no cost or expense to Landlord. Tenant shall at all times comply with the terms and conditions of its righteach such license or permit. Tenant shall not at any time use or occupy, title and interest under or suffer or permit anyone to use or occupy the Premises, or do or permit anything to be done in the Premises, in any warranties with respect manner which (i) violates the existing, permanent Certificate of Occupancy for the Premises; (ii) causes or is likely to cause injury to the Building and/or such Building’s or any equipment, facilities or systems and which are then in effect and which by their terms may be assigned without the consent therein; (iii) constitutes a violation of the counterparty thereto Legal Requirements; (collectivelyiv) materially impairs the character, “Building Warranties”). The assignment reputation or appearance of the Building Warranties is conditioned on this Sublease being in full force as Class A office Buildings; or (v) materially impairs the proper and effect economic maintenance, operation and that upon expiration or termination repair of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesand/or its equipment, facilities or systems.

Use. Sublessee The Premises shall use the Subleased Premises be used for any legal use office purposes, which includes, but is not limited to, conference and computer facilities, a non-commercial employee kitchen and related facilities, and other legally permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar business office uses consistent with the condition characteristics of a first-class office building in Dallas, Texas, (the Subleased Premises, "PERMITTED USE") and Sublessee for no other purpose. Tenant agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject not to all latent use or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating permit the use of the Subleased PremisesPremises for any purpose which is illegal, and dangerous to life, limb or property or which, in Landlord's opinion, creates a nuisance or which would increase the cost of insurance coverage with respect to the Building. In the event there shall be any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) increase in the Subleased Premises existing as cost of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties insurance coverage with respect to the Building and/or which results from Tenant's acts or conduct of business, then Tenant hereby agrees to pay the amount of such Building’s systems increase on demand. Tenant will conduct its business and which are then control its agents, servants, employees, customers, licensees, and invitees in effect and which by their terms may be assigned without such a manner as not to interfere with, annoy or disturb other tenants or Landlord in the consent management of the counterparty thereto (collectivelyBuilding. Tenant will maintain the Premises in a clean and healthful condition, “Building Warranties”)and comply with all laws, ordinances, orders, rules and regulations of any governmental entity with reference to the use, condition or occupancy of the Premises. The assignment Tenant will comply with the rules and regulations of the Building Warranties adopted and altered by Landlord from time to time and will cause all of its agents, employees, invitees and visitors to do so. All changes to such rules and regulations will be sent by Landlord to Tenant in writing. A copy of the existing rules and regulations is conditioned attached hereto as Exhibit "H" and made a part hereof. Tenant agrees not to commit or allow any waste to be committed on this Sublease being in full force any portion of the Premises, and effect and that upon expiration or at the termination of this SubleaseLease to deliver up the Premises to Landlord in as good condition as at the Commencement Date, the conditional assignment ordinary wear and tear excepted. The terms of this Lease shall terminate automatically control over any conflict with rules and Sublessee regulations. Rules and regulations cannot impose additional economic obligations on Tenant and shall not have any further right, title or interest in the Building Warrantiesbe fairly applied and enforced by Landlord.

Use. Sublessee The Premises shall be used only for the purpose of receiving, storing, shipping and selling (but specifically excluding retail selling) products, materials and merchandise made and/or distributed by Tenant and for such other lawful purposes as may be incidental thereto; provided, however, with Landlord’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), Tenant may also use the Premises for light manufacturing. Tenant shall not conduct or give notice of any auction, liquidation, or going out of business sale on the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit waste, overload the floor or structure of the Premises or subject the Premises to use that would damage the Premises. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, or take any other action that would constitute a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any tenants of the Project. Outside storage, including without limitation, storage of trucks and other vehicles, is prohibited without Landlord’s prior written consent; provided, however, Tenant shall have the right to park operable vehicles and trailers overnight at the truck loading docks and designated truck and trailer parking areas for the Premises and operable automobiles in the designated automobile parking areas, and further provided there is no interference with the access of other tenants to the Building and Project parking lots and truck courts. Tenant, at its sole expense, shall use and occupy the Subleased Premises for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar in compliance with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited towithout limitation, the Americans With Disabilities Act, as amended (“ADA”)orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect hereafter applicable to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto Premises (collectively, “Building WarrantiesLegal Requirements”). The assignment Premises shall not be used as a place of public accommodation under the Americans With Disabilities Act or similar state statutes or local ordinances or any regulations promulgated thereunder, all as may be amended from time to time. Tenant shall, at its expense, make any alterations or modifications, within or without the Premises, that are required by Legal Requirements to the extent applicable as a result of Tenant’s use or occupation of the Building Warranties is conditioned on this Sublease being Premises. Tenant will not use or permit the Premises to be used for any purpose or in full force and effect and any manner that upon expiration would void Tenant’s or termination Landlord’s insurance, increase the insurance risk, or cause the disallowance of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest sprinkler credits. If any increase in the Building Warrantiescost of any insurance on the Premises or the Project is caused by Tenant’s use or occupation of the Premises, or because Tenant vacates the Premises, then Tenant shall pay the amount of such increase to Landlord. Any occupation of the Premises by Tenant prior to the Commencement Date shall be subject to all obligations of Tenant under this Lease, except for the payment of Base Rent or Operating Expense Payments.

Use. Sublessee Tenant shall use the Subleased Premises for any legal that use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition shown as Item 3 of the Subleased Basic Lease Provisions and shall not use or permit the Premises to be used solely for any other purpose without the prior written consent of Landlord which consent may be withheld in Landlord's sole discretion. Tenant shall not use or occupy the Premises in violation of law or of the certificate of occupancy issued for the Building, and shall, upon written notice from Landlord, discontinue any use of the Premises which is declared by any governmental authority having jurisdiction to be a violation of law or of said certificate of occupancy. Tenant shall comply with any direction of any governmental authority having jurisdiction which shall, by reason of the nature of Tenant's use or occupancy of the Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent impose any duty upon Tenant or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as Landlord with respect to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth with respect to the use or occupation thereof. A judgment of any court of competent jurisdiction or the admission by Tenant in this Sublease, and subject to all applicable zoning, municipal, county and state any action or proceeding against Tenant that Tenant has violated any such laws, ordinances and regulations governing and regulating ordinances, regulations, rules and/or directions in the use of the Subleased PremisesPremises shall be deemed to be a conclusive determination of that fact as between Landlord and Tenant. Tenant shall not do or permit to be done anything which will invalidate or increase the cost of any fire, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), extended coverage or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to insurance policy covering the Building and/or such Building’s systems property located therein and which are then in effect shall comply with all rules, orders, regulations and which by their terms may be assigned without the consent requirements of the counterparty thereto (collectivelyNational Fire Protection Association or any other organization performing a similar function. Tenant shall promptly, “Building Warranties”)upon demand, reimburse Landlord for any additional premium charged for such policy by reason of Tenant's failure to comply with the provisions of this Section, but such reimbursement shall not be construed as curing Tenant's default for failing to comply with the provisions of this Section. The assignment Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building Warranties is conditioned Building, or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, about the conditional assignment shall terminate automatically and Sublessee Premises. Tenant shall not have commit or suffer to be committed any further right, title waste in or interest in upon the Building WarrantiesPremises.

Use. Sublessee shall Tenant may use the Subleased Premises for any legal the Healthcare Use and for no other use permitted under the Master Leaseor purpose. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for SublesseeTenant’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply must be in accordance with all applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)Laws, including, but without limitation, applicable zoning and land use Laws. In no event shall the Premises be used for any purpose which shall violate any of the provisions of any Permitted Encumbrance or any covenants, restrictions or agreements hereafter created by or consented to by Tenant applicable to the Premises; provided, however, that this sentence shall not limited toapply with respect to any Permitted Encumbrance in effect on the Date of Rent Commencement so long as (a) the title insurance policy obtained by Landlord in connection with its purchase of the Premises (and the simultaneously issued Lender’s policy of title insurance) contains affirmative insurance against any loss arising due to a violation of such Permitted Encumbrance or if such affirmative title insurance is subsequently provided to Landlord and Lender at Tenant’s cost with respect to such Permitted Encumbrance on terms and conditions reasonably satisfactory to Landlord and Lender, the Americans With Disabilities Actand (b) violation of such Permitted Encumbrance could not result in Landlord or Lender suffering (i) any criminal liability, as amended penalty or sanction, (“ADA”)ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and Lender, or any laws relating to earthquake (iii) defeasance or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) loss of priority of its interest in the Subleased Premises existing as of the date hereof (collectivelyPremises; provided, the “Existing Alterations”)further, however, that TENANT SHALL NONETHELESS BE OBLIGATED TO INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD, LENDER AND ALL OTHER INDEMNIFIED PARTIES, FROM ANY AND ALL LOSSES, LIABILITIES, PENALTIES, ACTIONS, SUITS, CLAIMS, DEMANDS, JUDGMENTS, DAMAGES, COSTS OR EXPENSES SUFFERED AS A RESULT OF THE VIOLATION OF ANY SUCH PERMITTED ENCUMBRANCE BY TENANT. Sublessor hereby assigns all of its right, title and interest under any warranties Tenant agrees that with respect to the Building and/or such Building’s systems Permitted Encumbrances and which are then in effect any covenants, restrictions or agreements hereafter created by or consented to by Tenant, Tenant shall observe, perform and which comply with and carry out the provisions thereof required therein to be observed and performed by their terms may be assigned without Landlord. Notwithstanding the consent of the counterparty thereto (collectivelyforegoing, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee Tenant shall not have any further rightuse, title occupy or interest permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Building WarrantiesPremises in a manner which would constitute a public or private nuisance or waste.

Use. Sublessee A. The Premises shall be used for the Permitted Use and for no other purpose. Tenant agrees not to use the Subleased Premises for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating permit the use of the Subleased Premises for any purpose which is illegal, dangerous to life, limb or property or which, in Landlord's reasonable opinion, creates a nuisance. In addition, Tenant agrees not to use or permit the use of the Premises for any purpose which would increase the cost of insurance coverage with respect to the Building, unless Tenant agrees to pay such increase in insurance costs and such use is not (i) otherwise prohibited by the Lease, or (ii) dangerous to persons or property. Tenant shall conduct its business and control its agents, servants, contractors, employees, customers, licensees, and invitees in such a manner as not to unreasonably interfere with, annoy or disturb other tenants, or in any way interfere with Landlord in the management and operation of the Building. Tenant will maintain the Premises in a clean and healthful condition, and comply with all laws, ordinances, orders, rules and regulations of any governmental entity with reference to the operation of Tenant's business and to the use, condition, configuration or occupancy of the Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited toincluding without limitation, the Americans With with Disabilities ActAct (collectively referred to as "Laws"). Tenant, as amended within ten (“ADA”)10) days after receipt thereof, shall provide Landlord with copies of any notices it receives with respect to a violation or alleged violation of any Laws. Tenant shall have the right, upon giving prior written notice thereof to Landlord, to contest, at its expense, any such laws and requirements with which Tenant must comply under this Article V, and, to the extent permitted by such law or other requirement, to defer compliance during the pendency of the contest, provided that (a) Tenant shall diligently prosecute such contest; (b) Tenant's failure to comply with such law or requirement will not subject Landlord to any prosecution or criminal penalty, or foreclosure of a mortgage covering the Building; and (c) Tenant shall defend and indemnify and hold harmless Landlord against all liability for any laws relating to earthquake damages resulting from or other life/safety matters incurred in connection with such contest or Hazardous Substances (as defined below), except as set forth in this Subleasecompliance. The parties hereto agree that Tenant will comply with the plans rules and regulations of the Building attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns and such other reasonable rules and regulations adopted and altered by Landlord from time to time and will cause all of its rightagents, title servants, contractors, employees, customers, licensees and interest invitees to do so. All changes to such rules and regulations will be reasonable and shall be sent by Landlord to Tenant in writing. B. Nothing herein shall require Tenant to perform any alterations, additions or improvements to comply with laws or requirements of public authorities under any warranties of the following circumstances (i) such laws or requirements are applicable, generally, to other office space in the Building and are not applicable to the Premises solely by reason of the Tenant's unique or particular use of the Premises, provided that subject to (ii) and (iii) below, Tenant shall be responsible for any changes with respect to the Building and/or such Building’s systems Initial Alterations and which are then in effect subsequent alterations, additions and which improvements performed by their terms may Tenant and Landlord shall be assigned without the consent responsible for changes to those elements of the counterparty thereto (collectively, “Building Warranties”). The assignment Premises that are in place on the date possession is delivered to Tenant and are not modified by Tenant as part of the Building Warranties is conditioned Initial Alterations, (ii) such laws or requirements would require the installation or upgrading of new or additional mechanical, electrical, plumbing, HVAC or fire/life safety systems on a Building-wide basis without reference to the particular use of Tenant or any other tenant, or (iii) such laws or requirements would affect the Building's structural components, foundation, roof, exterior windows or exterior walls. Landlord will, at Landlord's expense, perform all acts required to comply with such laws or requirements as the same affect the Premises and the Building. Landlord shall have the right to contest any such laws and requirements with which Landlord must comply under this Sublease being in full force Article V, and, to the extent permitted by such law or other requirement, to defer compliance during the pendency of the contest, provided that (a) Landlord shall diligently prosecute such contest; and effect and that upon expiration (b) Landlord's failure to comply with such law or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall requirement will not have subject Tenant to any further right, title prosecution or interest in the Building Warrantiescriminal penalty or unsafe or unhealthful condition.

Use. Sublessee Tenant shall continuously occupy and use the Subleased Premises only for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar Permitted Use and shall comply with all Laws relating to this Lease and/or the condition use, condition, access to, and occupancy of the Subleased Premises and will not commit waste, overload the Building’s Structure or the Building’s Systems or subject the Premises to use that would damage the Premises. The population density within the Premises as a whole shall at no time exceed one person for each 215 rentable square feet in the Premises. Tenant shall not conduct second or third shift operations within the Premises; however, Tenant may use the Premises after normal business hours, so long as Tenant is not generally conducting business from the Premises after normal business hours. Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant, (a) Tenant shall bear the risk of complying with Title III of the Americans With Disabilities Act of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such laws, as amended from time to time (the “Disabilities Acts”) in the Premises, and Sublessee agrees that it is subleasing (b) Landlord shall bear the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to risk of complying with the condition Disabilities Acts in the common areas of the Subleased Premises or their fitness for Sublessee’s useBuilding, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating other than compliance that is necessitated by the use of the Subleased PremisesPremises for other than the Permitted Use or as a result of any alterations or additions, including any initial tenant improvement work, made by or on behalf of a Tenant Party (which risk and any easements, covenants or restrictions of recordresponsibility shall be borne by Tenant). Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that Any inspections required to be performed to determine compliance with the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, whether as amended a result of the initial tenant improvement work or any alterations or additions made by or on behalf of a Tenant Party, must be performed by Landlord’s accessibility consultant. The Premises shall not be used for any use which is disreputable, creates extraordinary fire hazards, or results in an increased rate of insurance on the Building or its contents, or for the storage of any Hazardous Materials (other than typical office supplies [e.g., photocopier toner] and then only in compliance with all Laws). Tenant shall not use any substantial portion of the Premises for a “ADA”)call center,” any other telemarketing use, or any laws relating credit processing use without the prior written consent of Landlord. If, because of a Tenant Party’s acts or because Tenant vacates the Premises, the rate of insurance on the Building or its contents increases, then such acts shall be an Event of Default, Tenant shall pay to earthquake Landlord the amount of such increase on demand, and acceptance of such payment shall not waive any of Landlord’s other rights. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other life/safety matters tenants or Hazardous Substances (as defined below), except as set forth Landlord in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as its management of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warranties.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except as set forth in this Subleaseincrease the insurance risk, or cause the disallowance of any sprinkler or other credits. The parties hereto agree use that Tenant has disclosed to Landlord that Tenant will be making of the plans attached hereto Premises as Exhibit B accurately reflect all Alterations (of the Commencement Date will not result in the voidance of or an increased insurance risk with respect to the insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment that would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with Legal Requirements, including the ADA, as of the date hereof of this Lease. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee Tenant shall use and occupy the Subleased Premises only for the use set forth in Article 1.G. of the Basic Lease Provisions and shall not use or occupy the Premises or permit the same to be used or occupied for any legal use permitted under other purpose without the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition prior written consent of the Subleased PremisesLandlord, which consent may be given or withheld in Landlord’s sole and absolute discretion, and Sublessee Tenant agrees that it is subleasing will use the Subleased Premises on an “AS IS”in such a manner so as not to interfere with or infringe upon the rights of other tenants or occupants in the Project. Tenant shall, “WHERE IS” basisat its sole cost and expense, subject promptly comply with all laws, statutes, ordinances, governmental regulations or requirements now in force or which may hereafter be in force relating to all latent or patent defectsaffecting (a) the condition, without any representation use or warranty by Sublessor occupancy of the Premises or Master Lessor or their respective employees or agents as the Project (excluding changes to the condition of the Subleased Premises or their fitness for SublesseeProject not related to Tenant’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the particular use of the Subleased PremisesPremises or Tenant’s leasehold improvements), and any easements, covenants (b) improvements installed or restrictions constructed in the Premises by or for the benefit of recordTenant. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises Landlord shall comply with all applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake the base Building, provided that compliance with such applicable laws is not the responsibility of Tenant under this Lease, and provided further that Landlord’s failure to comply therewith would prohibit Tenant from obtaining or other life/maintaining a certificate of occupancy for the Premises, or would unreasonably and materially affect the safety matters of Tenant’s employees or Hazardous Substances create a significant health hazard for Tenant’s employees. Tenant shall not permit more than eight (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations 8) people per one thousand (as defined below1,000) in the Subleased Premises existing as rentable square feet of the date hereof (collectivelyPremises to occupy the Premises at any time. Tenant shall not do or permit to be done anything which would invalidate or increase the cost of any standard insurance policy covering the Project and/or the property located therein and Tenant shall comply with all rules, orders, regulations and requirements of any organization which sets out standards, requirements or recommendations commonly referred to by major fire insurance underwriters, and Tenant shall promptly upon demand reimburse Landlord for any additional premium charges for any such insurance policy assessed or increased by reason of Tenant’s failure to comply with the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination provisions of this Sublease, the conditional assignment shall terminate automatically Article 7 after notice and Sublessee shall not have any further right, title or interest in the Building Warrantiesexpiration of thirty (30) days.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 10 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement; unless Tenant is actively contesting any such determination in good faith and by appropriate legal proceedings, except provided that Tenant first gives Landlord appropriate assurances reasonably satisfactory to Landlord against any loss, cost or expense on account thereof, and further provided such contest shall not subject Landlord to criminal penalties or civil sanctions, loss of property or civil liability. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. The Permitted Use as set forth defined in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) Lease will not result in the Subleased Premises existing as voidance of or an increased insurance risk or cause the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all disallowance of its right, title and interest under any warranties sprinkler or other credits with respect to the Building insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which would overload the floor in or upon the Premises or transport or move such Building’s systems and which are then items through the Common Areas of the Project or in effect and which by their terms may be assigned the Project elevators without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Tenant shall not, without the counterparty thereto prior written consent of Landlord, which shall not be unreasonably withheld or delayed, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord, at its sole cost and not as an Operating Expense, shall be responsible for the compliance of the Common Areas of the Project with Legal Requirements as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building or Project that are required by Legal Requirements. Except as provided in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, subject to the terms of this paragraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with any failure of the Building Warranties is conditioned on this Sublease being Premises to comply with Legal Requirements to the extent related to Tenant’s particular use of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in full force and effect and that upon expiration or termination connection with any breach of this Subleasesentence. Tenant acknowledges that Landlord may, the conditional assignment shall terminate automatically and Sublessee but shall not have any further rightbe obligated to, title seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or interest other similar “green” certification with respect to the Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, and to provide such information and/or documentation as Landlord may reasonably request, in the Building Warrantiesconnection therewith.

Use. Sublessee The Tarob Site shall be used for employee parking and for no other purpose and the Sango Site shall be used for construction laydown, storage and staging and for no other purpose (“Permitted Use”). Tenant shall not use any portion of the Subleased Premises for any legal use permitted under purposes other than those specified without first obtaining the Master Leasewritten consent of Landlord. Sublessee acknowledges that it is thoroughly familiar with Tenant shall before and during the condition Term faithfully observe and comply with, and shall cause all occupants of the Subleased Premises to observe and comply with, the "Rules and Regulations" attached hereto as Exhibit B, and all reasonable non-discriminatory modifications and additions to them which Landlord may, from time to time, put into effect and furnish to Tenant. Landlord will try to enforce the Rules and Regulations, but will not be liable to Tenant for the violation or non-performance of the Rules and Regulations by any other tenant or occupant of the Property. Tenant shall maintain and conduct its said business insofar as the same relates to Tenant's use and occupancy of the Premises, in a lawful manner and Sublessee agrees that it is subleasing in strict compliance with all governmental laws, rules, regulations and order. Tenant shall obtain all business licenses, clearances, and permits required to operate its business prior to opening, maintain such necessary licenses and permits in force during the Subleased Premises on an “AS IS”Term, “WHERE IS” basis, subject to and shall provide copies of each permit or license within 30 days after the Commencement Date and at any time during the Lease Term upon Landlord’s request. Tenant shall post all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as notices to the condition of public in an accessible and visible place to the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of recordpublic. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), includingSuch notices may include, but are not limited to, the Americans With Disabilities ActHealth Department clearances, as amended (“ADA”)business licenses, or any laws relating to earthquake cosmetology or other life/safety matters licensure. Tenant shall promptly notify Landlord of any notice of violation, suspension or Hazardous Substances (as defined below), except as set forth revocation of any such license or clearance. Without limiting in any way the restriction in this Sublease. The parties hereto agree Lease that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) Premises be used only for the Permitted Use specified in this paragraph, in no event shall the Subleased Premises existing as be used for any exclusive use granted by Landlord to other tenants of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect Property prior to or subsequent to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination date of this Sublease, the conditional assignment Lease. Nothing in this Lease shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesbe construed to grant Tenant an exclusive right to such Permitted Use.

Use. Sublessee A. Tenant shall use the Subleased Leased Premises solely for general office, administration, training, research and development, sales and marketing, visitor presentations and meetings, and reasonably ancillary and lawful uses consistent with all recorded matters and in conformity with municipal zoning requirements of the City of San Jose, California; other applicable statues, laws, rules, orders, regulations and ordinates (collectively, “Laws”); and the Operating Standard (as defined in Exhibit F) (the “Permitted Use”), and for no other purpose. Tenant shall comply with all Laws affecting the Leased Premises or relating to the use, occupancy or alteration thereof and all the orders or reasonable recommendations of any insurance underwriters, and safety engineers as may from time to time be consulted by Landlord. Without limiting the terms and conditions of Section 6.03.B, below, in addition, if Landlord makes any alteration to any part of the Building or Project as a result of any damage or alteration to the Leased Premises caused or made after the Term Commencement Date by or on behalf of Tenant or in order to comply with any requirement of any Laws applicable to Tenant’s particular use of the Leased Premises (and not office use of the Leased Premises, generally), then Tenant shall reimburse Landlord within thirty (30) days after demand (which demand will include a reasonable substantiation of the cost of the relevant improvements and the reason such improvements are necessary), for the actual out of pocket cost thereof. Tenant acknowledges and agrees that Tenant is solely responsible for determining if its business complies with the applicable zoning regulations, and that Landlord makes no representation (explicit or implied) concerning such zoning regulations. B. Tenant shall, at its sole expense: (i) keep the portions of the Leased Premises that Tenant is obligated to maintain under this Lease in a good order and condition consistent with the operation of a Class A institutional quality office building that is part of a mixed use project (the “Operating Standard”); (ii) pay before delinquency any and all taxes, assessments and public charges levied, assessed or imposed upon Tenant’s business, upon the leasehold estate created by this Lease or upon Tenant’s fixtures, furnishings or equipment in the Leased Premises; (iii) not use or permit or suffer the use of any portion of the Leased Premises for any legal unlawful purpose; (iv) not use permitted under the Master Lease. Sublessee acknowledges plumbing facilities for any purpose other than that it is thoroughly familiar for which they were constructed, or dispose of any foreign substances therein; (v) not place a load on any floor exceeding the floor load per square foot which such floor was designed to carry in accordance with the condition plans and specifications of the Subleased Building, and not install, operate or maintain in the Leased Premises any heavy item of equipment except in such manner as to achieve a proper distribution of weight; (vi) not strip, overload, damage or deface the Leased Premises, or the hallways, stairways, elevators of the Building, the Tower Parking Garage, the Common Parking Garage, the Common Areas or the fixtures therein or used therewith, nor permit any hole to be made in any of the same; (vii) not move any furniture or equipment into or out of the Leased Premises except at such reasonable times and Sublessee agrees that it is subleasing in such reasonable manner as Landlord may from time to time reasonably designate; (viii) not install or operate in the Subleased Leased Premises any electrical heating, air conditioning or refrigeration equipment, or other equipment not shown on an “AS IS”approved plans which will increase the amount of electricity required for use of the Leased Premises as general office space (other than ordinary office equipment such as personal computers, “WHERE IS” basisprinters, subject to all latent or patent defectscopiers and the like), without first obtaining the written consent of Landlord, which will not be unreasonably withheld or delayed; and (ix) not install any representation other equipment of any kind or warranty by Sublessor nature which will or Master Lessor may necessitate any changes, replacements or their respective employees additions to, or agents as to in the condition use of, the water, heating, plumbing, air conditioning or electrical systems of the Subleased Leased Premises or their fitness for Sublessee’s usethe Building, except as otherwise without first obtaining the written consent of Landlord, which will not be unreasonably withheld or delayed. C. In addition to and not in limitation of the other restrictions on use of the Leased Premises set forth in this SubleaseSection 4.02, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating Tenant hereby agrees that the following uses of the Leased Premises shall not be considered permitted: (1) any use of the Subleased PremisesLeased Premises by an organization or Person enjoying sovereign or diplomatic immunity (the foregoing will not be deemed to prohibit invitees who are representatives or officials of any U.S., and state or foreign government); (2) any easements, covenants use of the Leased Premises by or restrictions for an employment agency or bureau (other than Tenant’s normal recruitment activities); (3) any use of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees the Leased Premises for classroom purposes; (4) any use of the Leased Premises by or agents have not made for any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake user which distributes governmental or other life/safety matters payments, benefits or information to Persons who are required to personally appear at the Leased Premises to collect such benefits; (5) any laboratory use that requires the handling of Hazardous Substances (as defined below); (6) any medical use involving the treatment of patients or handling of medical waste and/or Hazardous Substances in the Building, except other than employee first aid; (7) retail sales of merchandise to members of the public; (8) any use that interferes with, injures or unreasonably annoys other occupants of the Project; (9) any use that constitutes a nuisance; (10) any use that involves the presence, use, release or discharge of Hazardous Substances; provided, however, that Tenant may handle, store, use and dispose of products containing small quantities of Hazardous Substances for general office purposes (such as set forth toner for copiers and standard cleaning solvents and chemicals found in office cleaning supplies and reasonable quantities of other substances that Tenant may store as required to fulfill Tenant’s maintenance obligations under this Lease), to the extent customary and necessary for the Permitted Use of the Leased Premises, so long as Tenant always handles, stores, uses, and disposes of any such Hazardous Substances in a safe and lawful manner and does not allow such Hazardous Substances to contaminate the Leased Premises, Building, or Project or surrounding land or environment; (11) any use that could reasonably be expected to have a material adverse effect on the utility, use, appearance or value of the Building, the Project, or any portion thereof; and (12) any other use of the Leased Premises by any user that is not otherwise permitted in this Sublease. The parties hereto agree Lease and will attract a volume, frequency or type of visitor to the Leased Premises which is not consistent with the Operating Standard, or that will in any way impose an excessive demand or use on the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as facilities or services of the date hereof (collectively, Leased Premises or the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warranties.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon the earlier of (i) 30 days’ written notice from Landlord, or (ii) the date required by the applicable Governmental Authority (as defined in Section 9), discontinue any use of the Premises which is declared by any Governmental Authority having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall not voluntarily cause the zoning of the Project to be changed from the existing designation to a designation that would prohibit the Tenant from conducting the Permitted Use within the Premises. Landlord shall, at Landlord’s sole cost and expense, be responsible for the compliance of the Premises and the Common Areas of the Project with Legal Requirements as of the Commencement Date. Thereafter, Landlord shall, as an Operating Expense or at Tenant’s expenses (to the extent such Legal Requirement is applicable solely by reason of Tenant’s particular use of the Premises) make any alterations or modifications to the Common Areas or the exterior of the Building Warranties is conditioned on this Sublease being that are required by Legal Requirements, including the ADA. Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises and Tenant’s construction or installation of Alterations in full force the Premises. Notwithstanding any other provision herein to the contrary, and effect and that upon expiration or termination except in connection with Legal Requirements which are Landlord’s responsibility pursuant to the first sentence of this Subleaseparagraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the conditional assignment same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements, and Tenant shall terminate automatically indemnify, defend, hold and Sublessee shall not have save Landlord harmless from and against any further right, title and all Claims arising out of or interest in connection with any failure of the Building WarrantiesPremises to comply with any Legal Requirement.

Use. Sublessee (a) The Office Building is to be initially used and occupied by Tenant (and its assignees and subtenants permitted hereunder) solely for general office use and uses customarily incidental or ancillary thereto consistent with office use conducted in comparable class “a” office buildings (in terms of age and size) in the Raleigh, North Carolina market area (“Comparable Office Buildings”), and for no other purpose. Building 2 is to be initially used and occupied by Tenant (and its assignees and subtenants permitted hereunder) as a fitness facility for exercise/health/fitness and uses customarily incidental or ancillary thereto. Building 3 is to be initially used and occupied by Tenant (and its assignees and subtenants permitted hereunder) as an early childhood school and uses customarily incidental or ancillary thereto. Building 4 is to be initially used and occupied by Tenant (and its assignees and subtenants permitted hereunder) as a meeting and event space and uses customarily incidental or ancillary thereto. Tenant shall use conduct the Subleased Premises for any legal use uses permitted under hereunder in the Master Lease. Sublessee acknowledges Non-Office Buildings in a manner that it is thoroughly familiar consistent with the condition conduct of such amenity uses within office campus projects or developments comparable to the Subleased PremisesPremises in the Raleigh, North Carolina market area (“Comparable Non-Office Buildings” and together with Comparable Office Buildings, “Comparable Buildings”). Tenant shall be permitted to change the initial use of any Non-Office Building without Landlord’s consent, provided (1) such use is in compliance with all Legal Requirements (including, without limitation, the zoning code), (2) Tenant notifies Landlord in writing at least thirty (30) days prior to making such change in use, and Sublessee agrees (3) such change in use is being made in order to create additional office space or an amenity area that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth consistent with Comparable Non-Office Buildings. All other changes in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of a Non-Office Building shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Except only in the Subleased Premises, and any easements, covenants or restrictions event of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record a Permitted License (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except in no event may the Premises be used (a) as set forth in this Sublease. The parties hereto agree that the plans attached hereto a consular office for any foreign government, (b) as Exhibit B accurately reflect all Alterations an office for any governmental or regulatory authority, agency or bureau, or (as defined belowc) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building for churches and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesreligious organizations.

Use. Sublessee Tenant shall use and occupy the Subleased Premises only for the use set forth in Article 1.G. of the Basic Lease Provisions and shall not use or occupy the Premises or permit the same to be used or occupied for any legal use permitted under other purpose without the Master Lease. Sublessee acknowledges prior written consent of Landlord, which Landlord consent may be given or withheld in Landlord's sole and absolute discretion, and Tenant agrees that it is thoroughly familiar will use the Premises in such a manner so as not to interfere with or infringe upon the condition rights of other tenants in the Project. Tenant shall, at its sole cost and expense, promptly comply with all covenants, conditions and restrictions, laws, statutes, ordinances and governmental regulations or requirements now in force or which may hereafter be in force relating to or affecting (i) the condition, use or occupancy of the Subleased Premises or the Project excluding structural changes to the Project Initials: ------- ------- not related to Tenant' particular use of the Premises, and Sublessee agrees that it is subleasing (ii) improvements installed or constructed in the Subleased Premises on an “AS IS”at the request of Tenant. Tenant shall not do anything which would invalidate or increase the cost of any fire and extended coverage insurance policy covering the Project and/or the property located therein, “WHERE IS” basisand Tenant shall comply with all rules, subject orders, regulations and requirements of any organization which sets out standards, requirements or recommendations commonly referred to all latent or patent defectsby major fire insurance underwriters. Tenant shall have the right to use in common with Landlord and other tenants, without any representation or warranty the Project's common entrances, lobbies, corridors, elevators, lavatories, loading docks, trash removal areas, grounds, roads, driveways, stairways, sidewalks, parking areas and facilities, and other similar areas, as reasonably determined by Sublessor or Master Lessor or their respective employees or agents as Landlord, which enable Tenant to the condition obtain full use and enjoyment of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record customary purposes (collectively, “Applicable Requirements”"Common Areas"), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warranties.

Use. Sublessee Tenant shall continuously occupy and use the Subleased Premises only for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents Permitted Use (as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Subleasethe Basic Lease Information) and shall comply with all Laws relating to the use, condition, access to, and occupancy of the Premises and will not commit waste, overload the Building’s Structure or the Building’s Systems or subject the Premises to use that would damage the Premises. Subject to Landlord’s after hours security procedures, repair situations, and subject to events beyond Landlord’s reasonable control, Tenant shall have the right to access the Premises on a 24-hour, 7-day a week basis. Tenant, at its sole cost and expense, shall obtain and keep in effect during the Term, all permits, licenses, and other authorizations necessary to permit Tenant to use and occupy the Premises for the Permitted Use in accordance with applicable zoningLaw. The population density within the Premises as a whole shall at no time exceed one (1) person for each three hundred (300) rentable square feet in the Premises. Notwithstanding anything in this Lease to the contrary, municipalas between Landlord and Tenant: (a) Tenant shall bear the risk of complying with Title III of the Americans With Disabilities Act of 1990, county any state laws governing handicapped access or architectural barriers, and state all rules, regulations, and guidelines promulgated under such laws, ordinances as amended from time to time (the “Disabilities Acts”) in the Premises; and regulations governing and regulating (b) Landlord shall bear the risk of complying with the Disabilities Acts in the Common Areas (subject to reimbursement as set forth in Exhibit C), other than compliance that is necessitated by the use of the Subleased PremisesPremises for other than the Permitted Use or as a result of any alterations or additions made by Tenant (which risk and responsibility shall be borne by Tenant). Tenant shall not use any substantial portion of the Premises for a “call center”, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”)other telemarketing use, or any laws relating credit processing use. In addition, the Premises shall not be used for any purpose which creates strong, unusual, or offensive odors, fumes, dust or vapors; which emits noise or sounds that are objectionable due to earthquake intermittence, beat, frequency, shrillness, or loudness; or which is associated with indecent or pornographic matters. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants or Landlord in its management of the Building. Tenant shall not knowingly conduct or permit to be conducted in the Premises any activity, or place any equipment in or about the Premises or the Building, which will invalidate the insurance coverage in effect or increase the rate of fire insurance or other life/safety matters insurance on the Premises or Hazardous Substances (as defined below)the Building. If any invalidation of coverage or increase in the rate of fire insurance or other insurance occurs or is threatened by any insurance company due to activity conducted from the Premises, except as set forth in this Sublease. The parties hereto agree or any act or omission by Tenant, or its agents, employees, representatives, or contractors, such statement or threat shall be conclusive evidence that the plans attached hereto increase in such rate is due to such act of Tenant or the contents or equipment in or about the Premises, and, as Exhibit B accurately reflect all Alterations (as defined below) in a result thereof, Tenant shall be liable for such increase and shall be considered Additional Rent payable with the Subleased next monthly installment of Base Rent due under this Lease. In no event shall Tenant introduce or permit to be kept on the Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to or brought into the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectivelyany dangerous, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration noxious, radioactive or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesexplosive substance.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with Legal Requirements as of the date hereof Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentence, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees, at no material cost to Tenant, to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s particular use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that is reasonably likely to damage to the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share (as set forth on Page 1 without adjustment pursuant to Section 5) as usually furnished for the Permitted Use. Landlord shall be responsible, at Landlord’s cost and not as part of Operating Expenses, for the compliance of the Premises and the Common Areas of the Project with Legal Requirements as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in this Subleasethe area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. The parties hereto agree Except as provided in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the plans attached hereto as Exhibit B accurately reflect Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and ail reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations (not including the Tenant Improvements (as defined below) in the Subleased Premises existing as Work Letter) constructed pursuant to the Work Letter), and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the date hereof Premises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations (collectively, not including the “Existing Alterations”Tenant Improvements constructed pursuant to the Work Letter). Sublessor hereby assigns all of its rightTenant acknowledges that Landlord may, title but shall not be obligated to, seek to obtain Leadership in Energy and interest under any warranties Environmental Design (LEED), WELL Building Standard, or other similar “green” certification with respect to the Building Project and/or the Premises, and Tenant agrees, at no material cost to Tenant, to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee shall use 2.1 The leased premises must be used as office by the Subleased Premises lessee’s business and must not be used for any legal use permitted under other purposes without the Master Leaselessor’s written consent. Sublessee acknowledges The lessor warrants that it is thoroughly familiar with the condition of lease may be used for this purpose. The lessor bears no responsibility or risk for the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublesseelessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the specific use of the Subleased Premisesleased premises. The lessee is responsible for ensuring that the agreed use is not contrary to public statutes or regulations, and any easementsother charges and encumbrances, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor is required to obtain and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth maintain all permits required in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Buildingfurnishing of and operation on the premises, including requirements relating to environmental and fire conditions. Without undue delay, the lessor must be informed of regulatory requirements and receive copies of the necessary permits and be exempted from any responsibility in this regard. 2.2 The lessee’s systems use of the premises must not cause any disturbance due to odor, noise or light or otherwise be a nuisance to other tenants in the property or anyone else. The lessee shall ensure that its personnel and which others who have access to the leased premises conduct themselves in an orderly manner. Depositing of hazardous or polluting substances must not take place at, in or near the leased premises. The lessee has not, without explicit written prior agreement, the right to make changes / alterations to the premises in any greater extent than what is agreed in this contract. 2.3 If the lessee has made any changes to the premises, the lessee is under the obligation to restore the property at the termination of the lease, unless the lessor waived this requirement in writing or if the change cannot be considered to have deteriorated the premises for the above mentioned purposes. The lessor may require that the lessee pays a reasonable deposit as security for the restoration obligation before any changes are then made. 2.4 The lessee is liable for any damage - including accidental damages - that is inflicted on the lease or the property in effect general as a result of installations or renovations made by the lessee. 2.5 The lessor is entitled to rent or use other rooms in the property to the same industry and which by their terms for the same use as that of the lessee. 2.6 Signs, flags and other forms of advertising on and near the property and the installation of awnings, blinds and the like may be assigned without placed only after the consent landlord’s written instructions and approval and must be in accordance with the easements and current statutory requirements that are applicable to the property. All costs associated with the above actions are paid by the lessee who is obliged to obtain all regulatory approvals and ensure that any conditions of approval are being met. When moving, the counterparty thereto (collectivelylessee must, “Building Warranties”)at their own expense, remove all traces of objects placed on the property in accordance with the above, unless lessor waives this requirement in writing. The assignment of lessor may require that signs etc. on the Building Warranties is conditioned on this Sublease being property are in full force and effect and that upon expiration or termination of this Subleaseaccordance with a plan made by the lessor, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantieswhich may include common reference signs.

Use. Sublessee The Premises shall be used for the Permitted Use and for no other purpose. Tenant agrees not to use the Subleased Premises for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating permit the use of the Subleased PremisesPremises for any purpose which is illegal, and any easementsdangerous to life, covenants limb or restrictions property or which, in Landlord's reasonable opinion, creates a nuisance or which would increase the cost of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties insurance coverage with respect to the Building and/or Building. Tenant shall conduct its business and control its agents, servants, contractors, employees, customers, licensees, and invitees in such Building’s systems a manner as not to unreasonably interfere with, annoy or disturb other tenants, or in any way interfere with Landlord in the management and which are then in effect and which by their terms may be assigned without the consent operation of the counterparty thereto Building. Tenant will maintain the Premises in a clean and healthful condition, and comply with all laws, ordinances, orders, rules and regulations of any governmental entity with reference to the operation of Tenant's business and to the use, condition, configuration or occupancy of the Premises, including without limitation, the Americans with Disabilities Act (collectively, “Building Warranties”collectively referred to as "Laws"). The assignment Except to the extent properly included in Basic Costs, Landlord shall be responsible for the cost of correcting any violations of Title III of the Americans with Disabilities Act (ADA) with respect to the Common Areas of the Building. Notwithstanding the foregoing, Landlord shall have the right to contest any alleged violation in good faith, including, without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by law and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by law. Landlord, after the exhaustion of any and all rights to appeal or contest, will make all repairs, additions, alterations or improvements necessary to comply with the terms of any final order or judgment. Tenant, within ten (10) days after receipt thereof, shall provide Landlord with copies of any notices it receives with respect to a violation or alleged violation of any Laws. Tenant will comply with the rules and regulations of the Building Warranties is conditioned on this Sublease being attached hereto as EXHIBIT B and such other rules and regulations adopted and altered by Landlord from time to time and will cause all of its agents, servants, contractors, employees, customers, licensees and invitees to do so. All changes to such rules and regulations will be reasonable and shall be sent by Landlord to Tenant in full force writing. The rules and effect regulations shall be generally applicable, and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest generally applied in the Building Warrantiessame manner, to all tenants of the Building.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 business days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared, in writing, by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible, at Landlord’s cost and not as part of Operating Expenses, for the compliance of the Premises and the Common Areas of the Project with Legal Requirements (including the ADA) as of the date hereof Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises or any Tenant Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or any Tenant Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of the Premises or any Tenant Alterations. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee (a) Lessee may only use and occupy the Properties solely for the purpose of operating the assisted living facilities currently located at the Properties, and any other use shall use the Subleased Premises for any legal use permitted under the Master Leaserequire Lessor’s prior written consent. Sublessee acknowledges Lessee covenants that it is thoroughly familiar with will obtain and maintain all approvals, licenses and permits needed to use and operate the condition of the Subleased Premises, Properties for their current use under Applicable Laws. Lessee covenants and Sublessee agrees that it will operate the Property in accordance with and in a manner consistent with prudent operating practices for similar facilities, with a standard and level of care no less than the standard prevailing as a whole at the Properties on the Effective Date, and that Lessee will maintain its certifications for reimbursement, if any, and licensure and its accreditation, if compliance with accreditation standards is subleasing required to maintain the Subleased Premises on an “AS IS”operations of the Properties. Lessee acknowledges that Lessor will have no, “WHERE IS” basisand has never had any, subject involvement in operations or control of the Properties or care of the residents. Lessee shall furnish, within the time period required by each applicable agency after the conclusion of any permitted appeals by Lessee, a plan of correction for any deficiency cited by any regulatory or licensing agency or generated from any survey or report for any Property, and Lessee shall also simultaneously furnish or cause to all latent be furnished to Lessor a copy of such plan of correction, and shall correct or patent defectscause to be corrected any deficiency, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the curing of which is a condition of continued licensure or for full participation in any program for their existing residents or for new residents to be admitted, by the Subleased Premises or their fitness date required for Sublessee’s use, except as otherwise set forth in this Subleasecure by such agency (plus extensions granted by such agency, and subject to all applicable zoning, municipal, county after the conclusion of any permissible appeals by Lessee). Lessee further covenants and state laws, ordinances and regulations governing and regulating the agrees that Lessee’s use of the Subleased PremisesProperties and maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform to all Applicable Laws. (b) Unless otherwise agreed to in writing by Lessor (i) Lessee shall cause the Properties to be managed and operated at all times by Lessee or an Affiliate of Lessee (although Lessee shall remain liable for its obligations under this Lease notwithstanding any easementsmanagement by an Affiliate of Lessee, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessee shall inform Lessor and their respective employees or agents have not made in writing prior to delegating any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”management duties to any Affiliate), including(ii) except with respect to an Affiliate of Lessee, Lessee shall not enter into any agreement (oral or written) with respect to such management and leasing activities unless the terms thereof and the proposed manager or leasing agent have been approved in writing by Lessor, (iii) all such management or leasing agreements must be in writing, and (iv) all management or leasing agreements (including but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or to any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined belowsuch agreements with an Affiliate of Lessee) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect must contain provisions to the Building and/or such Building’s systems effect that (A) the obligation of Lessee to pay management fees is expressly subordinate to its obligation to pay the Rent, and which are then in effect and which by their terms may be assigned without (B) the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee manager shall not have the right to collect any further rightmanagement fees during the continuance of an Event of Default. For the purposes of this Lease, an “Affiliate” of a person or entity shall mean any other person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or under common control with, the subject person or entity. The term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or the policies of a person or entity, whether through the ownership of at least 51% of the voting securities or other ownership interest, by contract or otherwise. (c) Lessee shall neither suffer nor permit the Properties or any portion thereof, to be used in such a manner as to impair Lessor’s (or Lessee’s, as the case may be) title thereto or interest to any portion thereof, or may reasonably make possible a claim or claims of adverse usage or adverse possession by the public, as such, or of implied dedication of any Property or any portion thereof. Lessee shall not knowingly use or occupy or permit any of the Properties to be used or occupied, nor knowingly do or permit anything to be done in or on any of the Building WarrantiesProperties, in a manner which would (i) make void or voidable or cause any insurer to cancel any insurance required by this Lease, or make it impossible to obtain any such insurance at commercially reasonable rates, (ii) without Lessor’s consent, make void or voidable, cancel or cause to be canceled or release any material warranty, guaranty or indemnity running to the benefit of the Properties or the Lessor, (iii) cause structural injury to any of the Improvements, or (iv) constitute a public or private nuisance or waste.

Use. Sublessee Tenant shall use the Subleased Premises for general office purposes and purposes incident thereto, and all other lawful non-retail uses compatible with a first-class headquarters office building, and shall not use or permit the Premises to be used for any legal use permitted under other purpose without the Master Lease. Sublessee acknowledges prior written consent of Landlord (except that it is thoroughly familiar with the condition retail uses may be made of the Subleased Premisesground floor by Carnation Company with respect to its business operations and products). In addition, retail uses may be made of the ground floor by an assignee or sublessees of Tenant provided such uses are consistent with ground floor uses permitted by other first-class institutional quality prestige office buildings in the Glendale-Pasadena area. Tenant shall not use or occupy the Premises in violation of any recorded covenants, conditions and restrictions affecting the Site or of any law or of the Certificate of Occupancy, or TCO or its equivalent, issued for the Building of which the Premises are a part, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”shall, “WHERE IS” basisupon five (5) days’ written notice from Landlord, subject to all latent or patent defects, without discontinue any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises which is declared by any governmental authority having jurisdiction to be a violation of any recorded covenants, conditions and restrictions affecting the Site or of any law or of said Certificate of Occupancy, or TCO or its equivalent. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. Tenant shall comply with any direction of any governmental authority having jurisdiction which shall, by reason of the nature of Tenant’s use or occupancy of the Premises, and impose any easements, covenants duty upon Tenant or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties Landlord with respect to the Premises or with respect to the use or occupation thereof. Tenant shall not do or permit to be done anything which will invalidate the cost of any fire, extended coverage or any other insurance policy covering the Building and/or property located therein and shall comply with all rules, orders, regulations and requirements of the Pacific Fire Rating Bureau or any other organization performing a similar function. Tenant shall promptly within ten (10) days after demand reimburse Landlord as additional rent for any additional premium charged for such policy by reason of Tenant’s failure to comply with the provisions of this Section 8, or if Tenant’s use does not invalidate, but instead increases the cost of, the insurance, Tenant shall pay for such increased cost. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or suffer to be committed any waste in or upon the Premises and shall keep the Premises in first class repair and appearance. Tenant shall not place a load upon the Premises exceeding the average pounds of live load per square foot of floor area (“Excess Load”) specified for the Building by Landlord’s systems architect or engineer, with the partitions to be considered a part of the live load. Landlord reserves the right to prescribe the weight and position of all safes, files and heavy equipment which are then Tenant desires to place in effect the Premises so as to distribute properly the weight thereof. Tenant’s business machines and mechanical equipment which by their terms cause vibration or noise that may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of transmitted to the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration structure or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have to any further right, title or interest other space in the Building Warrantiesshall be so installed, maintained and used by Tenant as to eliminate such vibration or noise. Tenant shall be responsible for the cost of all structural engineering required to determine Excess Load.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Building Warranties Premises which is conditioned on this Sublease being declared by any Governmental Authority (as defined in full force and effect and Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”; as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon expiration or termination demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this SubleaseSection or otherwise caused by Tenant’s use and/or occupancy of the premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the conditional assignment floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall terminate automatically and Sublessee cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not have place any further right, title machinery or interest equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Building WarrantiesProject elevators without the prior written consent of Landlord. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Multi-Tenant Laboratory 1616 Eastlake/Atossa Genetics - Page 4 Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises and Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (“together with the regulations promulgated pursuant thereto, "ADA”") (collectively, "Legal Requirements" and each, a "Legal Requirement"). Tenant shall, or upon 5 days' written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement; provided1 however, except that if the applicable Governmental Authority grants to Tenant time in addition to such 5 day period to discontinue its use of the Premises, Tenant may continue to operate in the Premises for such additional period granted by the applicable Governmental Authority. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant's or Landlord's insurance, Increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a "place of public accommodation'', as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such Insurance policy by reason of Tenant's failure to comply with the provisions of this Section or otherwise caused by T▇▇▇▇▇'s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or Interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed In the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending Into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment that would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or 111the Project elevators without the prior written consent of Landlord. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon T▇▇▇▇▇'s Share as usually furnished for the Permitted Use. Landlord shall be responsible, at L▇▇▇▇▇▇▇'s cost and expense, for the compliance of the Common Areas of the Project with Legal Requirements as of the date hereof Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project Is located) and at Tenant's expense (to the extent such Legal Requirement is triggered by reason of Tenant's, as compared to other tenants of the Project, particular use of the Premises or Tenant's Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentences, Tenant, at its sole expense, shall make any .alterations .or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant's particular use or occupancy of the Premises or any Tenant Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys' fees, charges and disbursements and costs of suit) (collectively, the “Existing Alterations”). Sublessor hereby assigns all "claims") arising out of its right, title and interest under any warranties or in connection with respect Legal Requirements related to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent Tenant's use or occupancy of the counterparty thereto (collectivelyPremises or Tenant's Alterations, “Building Warranties”). The assignment and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration Premises to comply with any Legal Requirement related to Tenant's use or termination occupancy of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title Premises or interest in the Building WarrantiesTenant's Alterations.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with Legal Requirements as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest are required by Legal Requirements. Except as provided in the Building Warrantiestwo immediately preceding sentence, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations.

Use. Sublessee (a) The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 10 business days’ written notice from Landlord, discontinue any use of the Building Warranties Premises which is conditioned on this Sublease being declared by any Governmental Authority (as defined in full force and effect and Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar Legal Requirement. Tenant shall reimburse Landlord promptly upon expiration or termination demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this SubleaseSection or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which shall not be unreasonably withheld. Landlord acknowledges that Tenant intends to install an irradiator in the Premises, the conditional assignment weight of which will exceed 500 pounds and will require movement through Common Areas, and Landlord consents thereto, subject to (i) the delivery to Landlord of a report prepared by a structural engineer reasonably acceptable to Landlord confirming that the installation of the irradiator within the Premises will not adversely affect the structural integrity of the floor, and (ii) coordination of the move and installation with Landlord. Except as may be provided under the Work Letter, Tenant shall terminate automatically not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. (b) Tenant shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises, at Tenant’s sole expense. Notwithstanding anything to the contrary contained herein, Landlord shall be responsible, subject to reimbursement as part of Operating Expenses, for making (i) all improvements and Sublessee alterations to the Project (outside of the Premises) which are required to cause the same to comply with all present and future Legal Requirements, and (ii) structural improvements or alterations to the Project (including the Premises) which are required to cause the same to comply with all present and future Legal Requirements, unless in either clause (i) or (ii) such improvements or alterations are required by virtue of Tenant’s particular manner of use of the Premises or are required as a result of improvements, alterations or modifications made by Tenant. (c) Notwithstanding any other provision herein to the contrary, Tenant shall not have be responsible for any further rightand all Claims arising out of or In connection with Tenant’s failure to meet Tenant’s obligations under this Lease to comply with Legal Requirements. As used herein, title “Claims” shall mean any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or interest judgments, and all reasonable expenses incurred in investigating or resisting the Building Warrantiessame (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit).

Use. Sublessee (a) Tenant shall use the Subleased Premises only for any legal the use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this SubleaseSubparagraph 1(1), and subject shall not use or permit the Premises to all be used for any other purpose without Landlord's prior written consent, which may be withheld in Landlord's sole and absolute discretion. Nothing contained herein shall be deemed to give Tenant any exclusive right to such use in the Building or Project or shall be deemed to be a warranty by Landlord that the Premises are suitable for a particular use. Tenant shall not use or occupy the Premises in violation of any present or future applicable zoninglaw, municipaland shall, county and state lawsupon written notice from Landlord, ordinances and regulations governing and regulating the discontinue any use of the Subleased Premises which is declared by any applicable authority to be a violation of law. Tenant shall comply with any direction of any such governmental authority which shall, by reason of the nature of Tenant's use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or with respect to the use or occupation thereof. Notwithstanding any circumstantial factors judicially developed as a means of allocating the obligation to make alterations to the Premises in order to comply with present or future laws, it is the intention of the parties that such obligations with respect to the Premises are those of the Tenant and are accordingly reflected in rental payments and other consideration under this Lease. Tenant shall comply with all rules, orders, regulations and requirements of such generally recognized fire rating organization(s) as Landlord may specify from time to time. Tenant shall promptly, upon demand, reimburse Landlord for any easementsadditional insurance premium charged by reason of Tenant's failure to comply with the provisions of this Paragraph 8. Tenant shall take all steps required to ensure that neither Tenant nor its contractors or invitees (i) Violate any governmental regulations, ordinances, or laws applicable to the Premises, (ii) do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or Project, or injure or annoy them, (iii) use or allow the Premises to be used for any improper immoral, unlawful or objectionable purpose, or (iv) cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall comply with all present and future covenants conditions and restrictions or restrictions other restrictive covenants and obligations, whether or not of record, which affect the use and operation of the Premises, the Building, the Common Areas or the Project, or any portion thereof. Sublessee acknowledges Tenant shall not commit or suffer to be committed any waste in or upon the Premises and shall keep the Premises in good order, condition and repair. Tenant shall not place a load upon the Premises exceeding the average pounds of live load per square foot of floor area specified for the Building by Landlord's architect, with partitions to be considered a part of the live load. Landlord reserves the right to prescribe the weight and position of all files, safes and heavy equipment which Tenant desires to place in the Premises so as to properly distribute the weight thereof. Further, Tenant's business machines and mechanical equipment which cause vibration or noise that Sublessor may be transmitted to the Building structure or to any other space in the Building or Project shall be so installed, maintained and Master Lessor used by Tenant as to eliminate such vibration or noise. Tenant shall be responsible for all structural engineering required to determine structural load in the Premises. (b) Landlord and their respective employees or agents have not made any representations or warranties Tenant acknowledge that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities ActAct of 1990 (42 U.S.C. Section 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (“collectively, "ADA”)") establish requirements for business operations, accessibility and barrier removal and that such requirements may or may not apply to the Premises, the Building and the Project depending on, among other things: (1) whether Tenant's business is deemed a "public accommodation or "commercial facility", (2) whether such requirements are "readily achievable", and (3) whether a given alteration affects a "primary function area" or triggers "path of travel" requirements. The parties hereby agree that: (a) Landlord shall be responsible for ADA Title III compliance in the Common Areas in connection with any development of the New Building (b) Tenant shall be responsible for ADA Title III compliance in the Premises, including any tenant improvements or other work to be performed in the Premises under or in connection with this Lease, (c) Landlord may perform, or any laws relating require that Tenant perform, and Tenant shall be responsible for the cost of ADA Title III "path of travel" requirements triggered by Tenant Alterations in the Premises, and (d) Landlord may perform, or require Tenant to earthquake or other life/safety matters or Hazardous Substances (as defined below)perform, and Tenant shall, except as set forth provided in this Sublease. The parties hereto agree that Clause (a), above, be responsible for the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) cost of ADA Title III compliance in the Subleased Premises existing as Common Areas. Tenant shall be solely responsible for requirements under Title I of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect ADA relating to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building WarrantiesTenant's employees.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise Permitted Use set forth in the basic lease provisions on page 1 of this SubleaseLease, and subject to in compliance with all applicable zoning, municipal, county and state laws, ordinances orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and regulations governing restrictions now or hereafter applicable to the Premises and regulating the use of the Subleased PremisesProject, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor to Tenant’s use and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s particular use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Building shell and the Common Areas of the Project with Legal Requirements as of the date hereof Rent Commencement Date. Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) or at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s specific use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Tenant’s failure to comply with Legal Requirements related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with Tenant’s breach of said obligation. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, Net Multi-Tenant Laboratory ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇/Alpine Immune Sciences - Page 9 and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee The Premises shall be used only for the purpose of receiving, storing, and shipping retail products, materials and merchandise made and/or distributed by Tenant (which may include distribution of alcoholic beverages as part of its home grocery distribution business for off-site consumption), product preparation, grocery store services (for off-site delivery), and for such other lawful purposes as may be incidental thereto. In addition, to the extent legally necessary to enable Tenant to sell off-site distribution of alcoholic beverages as part of its home grocery distribution business, Tenant may operate an on-site store for the retail sale of alcoholic beverages, of a size and capacity not larger than the minimum reasonably necessary, in the opinion of Tenant's counsel to qualify the license needed for the sale of off- site delivery of alcoholic beverages as part of Tenant's grocery distribution business, provided that the same complies with all applicable legal requirements and that any alterations to the Building, Premises or lot on which the building stands which may be required as the result of operating a retail alcoholic beverage store in the Premises are paid by Tenant at its sole cost and expense. Tenant shall not conduct or give notice of any auction (other than internet related for delivery by Tenant to its customers), liquidation, or going out of business sale on the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit waste, overload the floor or structure of the Premises or subject the Premises to use that would damage the Premises. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, or take any other action that would constitute a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any tenants of the Project. Outside storage, including without limitation, storage of trucks and other vehicles (other than Tenant's delivery vehicles to be stored in a designated truck parking area to be constructed by Tenant), is prohibited without Landlord's prior written consent. Tenant, at its sole expense, shall use and occupy the Subleased Premises for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar in compliance with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited towithout limitation, the Americans With Disabilities Act, as amended (“ADA”)orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or any laws relating hereafter applicable to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”"Legal Requirements"). The assignment Premises shall not be used as a place of public accommodation under the Americans With Disabilities Act or similar state statutes or local ordinances or any regulations promulgated thereunder, all as may be amended from time to time. Tenant shall, at its expense, make any alterations or modifications, within or without the Premises, that are required by Legal Requirements related to Tenant's use or occupation of the Building Warranties is conditioned on this Sublease being Premises. Tenant will not use or permit the Premises to be used for any purpose or in full force and effect and any manner that upon expiration would void Tenant's or termination Landlord's insurance, increase the insurance risk, or cause the disallowance of this Sublease, any sprinkler credits. If any desired use of the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest Premises permitted hereby would void Landlord's insurance as provided in the Building Warrantiespreceding sentence, Tenant shall have the right to find other insurance for Landlord providing the same coverages as Landlord's insurance and from an insurance company having a rating equal or greater than the rating enjoyed by Landlord's insurance carrier, in order for Tenant to so use the Premises. If any increase in the cost of any insurance on the Premises or the Project is caused by Tenant's use or occupation of the Premises, or because Tenant vacates the Premises, then Tenant shall pay the amount of such increase to Landlord. Any occupation of the Premises by Tenant prior to the Commencement Date shall be subject to all obligations of Tenant under this Lease, other than any obligation to pay Base Rent and Operating Expenses.

Use. Sublessee 7.1 Tenant shall use the Subleased Premises for general office purposes and for use as a production/post-production and television broadcast facility, and all purposes incident thereto and shall not use or permit the Premises to be used for any legal other purpose without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion. Tenant shall not use permitted under or occupy the Master Premises in violation of any law, code, regulation, rule, order, or injunction or of the Certificate of Occupancy issued for the Building. Upon five (5) days’ written notice from Landlord, Tenant shall discontinue any use of the Premises which is declared by any governmental authority having jurisdiction to be a violation of any such recorded covenants, conditions and restrictions affecting the Site or of any law, code, regulation, rule, order, or injunction or of said Certificate of Occupancy. Except as otherwise provided in Paragraph 57 hereof, Tenant shall not install any radio or television antenna, loudspeaker or other device on the roof or exterior walls of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building to the extent such facilities exist on the date of this Lease, provided that in all events Tenant shall operate its telecommunication equipment and facilities in and on the Building in compliance with all Applicable Laws. Sublessee acknowledges that it is thoroughly familiar Landlord agrees to use its commercially reasonable efforts to cause other tenants of the Building not to interfere with Tenant’s telecommunication equipment and facilities located on or in the Building. Tenant shall comply with any direction of any governmental authority having jurisdiction which shall, by reason of the nature of Tenant’s specific use or alteration of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or with respect to the use or occupation thereof. Tenant shall not do or permit to be done anything which will invalidate or increase the cost of any fire, extended coverage or any other insurance policy covering the Site, the Building, the Premises, and/or property located therein and shall comply with all rules, orders, regulations and requirements of the Pacific Fire Rating Bureau or any other organization performing a similar function. Upon demand, Tenant shall promptly reimburse Landlord as additional rent for any additional premium charged for such policy by reason of Tenant’s failure to comply with the condition provisions of this Paragraph 7. Tenant shall not do or permit anything to be done in or about the Site, the Building, and/or the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Subleased Building, or injure them, or use or allow the Premises to be used for any unlawful purpose. Tenant shall not cause, maintain or permit any nuisance in, on or about the Site, the Building and/or the Premises, or allow any noxious odors to exist at or emanate from the Site, the Building and/or the Premises. Tenant shall not commit or suffer to be committed any waste in or upon the Site, the Building and/or the Premises and shall keep the Premises in good repair and appearance. Tenant shall not place a load upon the Premises which exceeds the average pounds of live load per square foot of floor area specified for the Building by Landlord’s architect, with the partitions to be considered a part of the live load. Landlord reserves the right to prescribe the weight and position of all safes, files and heavy equipment which Tenant desires to place in the Premises so as to distribute properly the weight thereof. Tenant’s business machines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or to any other space in the Building shall be so installed, maintained and used by Tenant as to eliminate such vibration or noise. Tenant shall be responsible for all structural engineering required to determine structural load. Tenant shall fasten all files, bookcases and like furnishings to walls in a manner to prevent tipping over in the event of earth movements. Landlord shall not be responsible for any damage or liability for such events. 7.2 Except for the normal and proper use and storage of typical cleaning fluids and solutions, and office equipment supplies (such as copier toner), in amounts commensurate with Tenant’s permitted use and occupancy of the Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating connection with the use of the Subleased Generator pursuant to Paragraph 56 below, Tenant shall not use, introduce to the Site, the Building and/or the Premises, and any easementsgenerate, covenants manufacture, produce, store, release, discharge or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees dispose of, on, under or agents have not made any representations or warranties that about the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited toSite, the Americans With Disabilities ActBuilding and/or the Premises or transport to or from the Site, as amended (“ADA”), or the Building and/or the Premises any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations Material (as defined below) or allow its employees, agents, contractors, invitees or any other person or entity to do so. Tenant warrants that it shall not make any use of the Site, the Building and/or the Premises which may cause contamination of the soil, the subsoil or ground water. Tenant shall keep and maintain the Premises in compliance with, and shall not cause the Subleased Premises to be in violation of, any and all federal, state or local laws, ordinances, rules or regulations pertaining to health, industrial hygiene or the environmental conditions on, under or about the Premises (“Environmental Laws”); provided, however, that (a) Landlord represents and warrants to Tenant that, upon the Delivery Date, there shall be no Hazardous Materials actually existing and present at the Building or the Site or within the Premises as of the date hereof Lease Commencement Date in concentrations which present a known health hazard or require remediation or other action pursuant to any Environmental Law, and (collectivelyb) in no event shall Tenant be responsible for the investigation, cleanup, detoxification or other ameliorative work of any Hazardous Materials in, on or about the Site, the “Existing Alterations”)Building and/or the Premises, except to the extent arising from Tenant’s use thereof in violation of Environmental Laws. Sublessor hereby assigns all Tenant shall give immediate written notice to Landlord of its right(i) any action, title and interest under proceeding or inquiry by any warranties governmental authority or any third party with respect to the presence of any Hazardous Material on the Site, the Building and/or such Buildingthe Premises or the migration thereof from or to other property or (ii) any spill, release or discharge of Hazardous Materials that occurs with respect to the Site, the Building and/or the Premises or Tenant’s systems operations. (a) Tenant shall indemnify and which are then in effect hold harmless Landlord, its directors, officers, members, employees, agents, successors and which by their terms may be assigned without the consent assigns (collectively “Landlord Parties”, individually a “Landlord Party”) from and against any and all claims arising from Tenant’s use of the counterparty thereto (collectivelySite, “the Building Warranties”)and/or the Premises in violation of the terms, covenants and conditions of Paragraph 7.2 above. The assignment indemnity shall include all costs, fines, penalties, judgments, losses, attorney’s fees, expenses and liabilities incurred by any of the Building Warranties is conditioned on this Sublease being Landlord Parties for any such claim or any action or proceeding brought thereon including, without limitation, (i) all foreseeable consequential damages including without limitation loss of rental income and diminution in full force property value; and effect (ii) the costs of any cleanup, detoxification or other ameliorative work of any kind or nature required by any governmental agency having jurisdiction thereof, including without limitation all costs of monitoring and that upon all fees and expenses of consultants and experts retained by and of the Landlord Parties. This indemnity shall survive the expiration or termination of this SubleaseLease. In any action or proceeding brought against any of the Landlord Parties by reason of any such claim, upon notice from such Landlord Party if such Landlord Party does not elect to retain separate counsel, Tenant shall defend the same at Tenant’s expense by counsel reasonably satisfactory to such Landlord Party. (b) Landlord shall indemnify and hold harmless Tenant, its directors, officers, employees, agents, successors and assigns (collectively, “Tenant Parties”, individually a “Tenant Party”) from and against any and all claims arising from or relating to Hazardous Materials actually existing and present at the Building or the Site or within the Premises (i) as of the Lease Commencement Date, or (ii) not caused by Tenant, its employees, agents or contractors. The indemnity shall include all costs, fines, penalties, judgments, losses, attorney’s fees, expenses and liabilities incurred by any of the Tenant Parties for any such claim or any action or proceeding brought thereon including the cost of any clean up, detoxification or other ameliorative work of any kind or nature required by any governmental agency having jurisdiction thereof and including, without limitation, all fees and expenses of consultants and experts retained by any of the Tenant Parties. This indemnity shall survive the expiration or termination of this Lease. Any action or proceeding brought against Tenant Parties by reason of any such claim, upon notice from such Tenant Party, if such Tenant Party does not elect to retain separate counsel, Landlord shall defend the same at Landlord’s expense by counsel reasonably satisfactory to such Tenant Party. (c) As used herein, the conditional assignment term “Hazardous Material” shall terminate automatically mean any substance or material which has been determined by any state, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property, including all of those materials and Sublessee shall not substances designated as hazardous or toxic by the city or state in which the Premises are located, the U.S. Environmental Protection Agency, the Consumer Product Safety Commission, the Food and Drug Administration, the California Water Resources Control Board, the Regional Water Quality Control Board, San Francisco Bay Region, the California Air Resources Board, CAL/OSHA Standards Board, Division of Occupational Safety and Health, the California Department of Food and Agriculture, the California Department of Health Services, and any federal agencies that have overlapping jurisdiction with such California agencies, or any further right, title other governmental agency now or interest hereafter authorized to regulate materials and substances in the Building Warrantiesenvironment. Without limiting the generality of the foregoing, the term “Hazardous Material” shall include all of those materials and substances defined as “hazardous materials” or “hazardous waste” in Sections 66680 through 66685 of Title 22 of the California Administrative Code, Division 4, Chapter 30, as the same shall be amended from time to time, petroleum, petroleum-related substances and the by-products, fractions, constituents and sub-constituents of petroleum or petroleum-related substances, asbestos, and any other materials requiring remediation now or in the future under federal, state or local statutes, ordinances, regulations or policies.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 business days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this SubleaseSection or otherwise caused by Tenant’s use and/or occupancy of the Premises. The parties hereto agree Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the plans attached hereto Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as Exhibit B accurately reflect all to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with Legal Requirements as of the Commencement Date. Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises, Tenant’s Work or Tenant’s Alterations (as defined belowin Section 12)) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises, Tenant’s Work or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the Subleased same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with the failure of the Premises existing to comply with Legal Requirements from and after the Commencement Date, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement during the Term (except for any non-compliance for which Landlord is responsible under the terms of this Lease and/or any other matters which Tenant is not responsible for as expressly provided for in this Lease). For purposes of Section 1938 of the California Civil Code, as of the date hereof (collectivelyof this Lease, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which Project has not been inspected by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesa certified access specialist.

Use. Sublessee (a) Subtenant shall use and occupy the Subleased Premises for any legal the operation of an office, including uses ancillary thereto and for no other purpose. (b) Subtenant has the non-exclusive right to use permitted under in common with Sublandlord the Master LeaseCommon Areas. Sublessee acknowledges that it Sublandlord is thoroughly familiar with responsible for the condition cleaning and maintenance of the Subleased Premisescommon areas; provided, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”however, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition extent such cleaning, maintenance, repairs or replacements are required as a result of any act, neglect, fault or omission of Subtenant, Subtenant shall pay to Sublandlord, as additional Rent within ten (10) days after demand, the costs of such cleaning, maintenance, repairs and replacements. Sublandlord shall not be liable to Subtenant for failure to perform any such maintenance, repairs or replacements, unless Sublandlord is the responsible party and shall fail to make such maintenance, repairs or replacements and such failure shall continue for an unreasonable time following written notice from Subtenant to Sublandlord of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject need therefor. Sublandlord reserves the right from time to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use time to do any of the Subleased Premisesfollowing: (i) make any changes, and additions, improvements, maintenance, repairs or replacements in or to the Common Areas; (ii) close temporarily any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof Common Areas while engaged in making repairs, improvements or alterations to the Common Areas; and (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title iii) perform such other acts and interest under any warranties make such other changes with respect to the Building and/or such BuildingCommon Areas, as Sublandlord may, in the exercise of good faith business judgment, deem to be appropriate. If Sublandlord is required to reconfigure the Common Areas as a result of Sublandlord’s systems and which are then in effect and which by their terms may be assigned without the consent exercise of its rights under this subsection (iii), Sublandlord shall provide Subtenant with reasonable notice of the counterparty thereto (collectivelyconstruction schedule to the extent that the Common Areas are affected, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this SubleaseSublandlord shall endeavor to minimize, as reasonably practicable, the conditional assignment shall terminate automatically and Sublessee shall not have interference with Subtenant’s business as a result of any further right, title or interest in the Building Warrantiessuch construction.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased Premises existing as ADA or any similar legal requirement. Tenant shall reimburse Landlord within 5 business days’ written demand from Landlord for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the date hereof Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. 732202571.1 Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees, at no material cost to Tenant, to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 10 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement; unless Tenant is actively contesting any such determination in good faith and by appropriate legal proceedings, except provided that Tenant first gives Landlord appropriate assurance reasonably satisfactory to Landlord against any loss, cost or expense on account thereof, and further provided such contest shall not subject Landlord to criminal penalties or civil sanctions, loss of property or civil liability. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. The Permitted Use as set forth defined in this SubleaseLease will not result in the voidance of or an increased insurance risk or cause the disallowance of any sprinkler or other credits with respect to the insurance currently being maintained by Landlord. The parties hereto agree that Tenant shall not permit any part of the plans attached hereto Premises to be used as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. 731887685.7 Landlord shall be responsible for the compliance of the Common Areas of the Project with Legal Requirements as of the date hereof of substantial completed of Landlord’s Work. Following the date of substantial completion of Landlord’s Work, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises, the Tenant Improvements or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s specific use of the Premises, the Tenant Improvements or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, subject to the terms of this paragraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with any failure of the Premises to comply with Legal Requirements to the extent related to Tenant’s specific use of the Premises, the Tenant Improvements or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any breach of this sentence. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee shall For good and valuable consideration, receipt of which is hereby acknowledged, starting on March 1, 2012 (the “Commencement Date”), the CITY confers to BIAC a revocable, personal, non-exclusive and non-possessory privilege to enter upon and use that certain real property owned by City situated in the Subleased Premises County of San Mateo, State of California, more particularly shown on Exhibit A attached hereto (the "Property"), for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, limited purpose and subject to all applicable zoningthe terms, municipal, county conditions and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Subleasebelow. The parties hereto agree that the plans Property is shown generally on Drawing No. B attached hereto as Exhibit B accurately reflect all Alterations (as defined below) B. This Agreement gives BIAC a license only and notwithstanding anything to the contrary herein, this License does not constitute a grant by City of any ownership, leasehold, easement or other property interest or estate whatsoever in the Subleased Premises existing Property, or any portion thereof. Nothing in this Agreement shall be construed as of the date hereof (collectivelygranting or creating any franchise rights pursuant to any federal, the “Existing Alterations”)state or local laws. Sublessor hereby assigns all of its rightTHE PRIVILEGE GIVEN TO BIAC UNDER THIS USE AGREEMENT IS EFFECTIVE ONLY INSOFAR AS THE RIGHTS OF CITY IN THE PROPERTY ARE CONCERNED, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectivelyAND BIAC SHALL OBTAIN ANY FURTHER PERMISSION NECESSARY BECAUSE OF ANY OTHER EXISTING RIGHTS AFFECTING THE PROPERTY. WITHOUT LIMITING THE FOREGOING, “Building Warranties”)THIS LICENSE IS SUBJECT AND SUBORDINATE TO ALL EXISTING DOCUMENTS AND INSTRUMENTS OF RECORD AFFECTING THE PROPERTY. The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this SubleaseBIAC MUST SECURE ALL ADDITIONAL NECESSARY APPROVALS, the conditional assignment shall terminate automatically and Sublessee shall not have any further rightPERMITS AND CONSENTS, title or interest in the Building WarrantiesAND DELIVER ALL NECESSARY NOTICES, BEFORE COMMENCING WORK OR ACTIVITIES IN THE PROPERTY, INCLUDING ANY APPROVALS, PERMITS, CONSENTS OR NOTICES REQUIRED FROM OR TO CITY OR ANY OTHER AGENCY. BIAC COVENANTS AND AGREES, FOR THE BENEFIT OF CITY, THAT BIAC SHALL FULLY COMPLY WITH THE TERMS AND CONDITIONS OF ANY RULES AND REGULATIONS PROMULGATED BY CITY AS THEY APPLY TO ANY WORK OR ACTIVITIES TO BE PERFORMED OR FACILITIES TO BE INSTALLED BY BIAC ON THE PROPERTY PURSUANT TO THIS USE AGREEMENT, AND CITY SHALL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND WITH RESPECT THERETO. BIAC ACKNOWLEDGES AND AGREES THAT NEITHER CITY NOR ANY OF ITS AGENTS HAVE MADE, AND CITY HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRESENT OR FUTURE SUITABILITY OF THE PROPERTY FOR BIAC’S INTENDED WORK, ACTIVITIES OR FACILITIES.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 10 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement; provided, except however, that if the applicable Governmental Authority grants to Tenant time in addition to such 10 day period to discontinue its use of the Premises, Tenant may continue to operate in the Premises for such additional period granted by the applicable Governmental Authority. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s particular use of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment that would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project. Landlord shall be responsible, at Landlord’s cost and expense and not as part of Operating Expenses, for the compliance of the Premises and the Common Areas of the Project with Legal Requirements (including the ADA) as of the date hereof Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use of the Premises, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use of the Premises. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except as set forth in this Subleaseincrease the insurance risk, or cause the disallowance of any sprinkler or other credits. The parties hereto agree use that Tenant has disclosed to Landlord that Tenant will be making of the plans attached hereto Premises as Exhibit B accurately reflect all Alterations (of the First Initial Premises Commencement Date will not result in the voidance of or an increased insurance risk with respect to the insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with Legal Requirements, including the ADA, as of the date hereof of this Lease. Following the First Initial Premises Commencement Date, Landlord shall, as an Operating Expense (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or extent such BuildingLegal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s systems and which are then in effect and which expense (to the extent such Legal Requirement is triggered by their terms may be assigned without the consent reason of Tenant’s, as compared to other tenants of the counterparty thereto Project, specific use of the Premises or Tenant’s alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with Tenant’s failure to comply with Legal Requirements related to Tenant’s particular use or occupancy of the Building Warranties is conditioned on this Sublease being Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in full force and effect and that upon expiration connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or termination occupancy of the Premises or Tenant’s Alterations. For purposes of Section 1938 of the California Civil Code, as of the date of this SubleaseLease, the conditional assignment shall terminate automatically and Sublessee shall Project has not have any further right, title or interest in the Building Warrantiesbeen inspected by a certified access specialist.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible, at Landlord’s cost, for the compliance of the Common Areas of the Project with Legal Requirements (including the ADA) as of the date hereof Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises, the Premises Improvements or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as otherwise expressly provided in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises, the Premises Improvements or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees, at no material cost to Tenant, to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee The Leased Premises shall use not be used other than for the Subleased Premises for any legal use permitted under the Master purpose set forth in Article 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar Tenant shall at all times and at Tenant’s sole cost and expense comply with all applicable laws, ordinances, regulations, or other governmental ordinances, orders or rules from time to time in existence including without limitation the condition Americans with Disabilities Act, and the requirements of any board of fire underwriters or other similar body relating to or affecting the condition, use or occupancy of the Subleased Leased Premises, as well as any easements, declarations, covenants, conditions, and Sublessee restrictions now or hereafter recorded with respect to the Property. The Rules and Regulations attached hereto as Exhibit B and any reasonable modifications thereto adopted by Landlord, are expressly made a part hereof, and ▇▇▇▇▇▇ agrees to obey all such Rules and Regulations. Tenant further agrees that it shall not use the Leased Premises in violation of any exclusive right of use granted by Landlord to any other tenant in the Building Complex. The Leased Premises shall not be used for any improper or unlawful purpose, or for the carrying on of any activity which would tend to lower the first-class character of the Building Complex. The Leased Premises shall not be used for any purpose which is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without related in any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as manner whatsoever to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record marijuana industry (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Acta marijuana or medical marijuana dispensary, as amended (“ADA”)clinic, paraphernalia shop, retail store, cultivation, grow store, or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”related use). Sublessor hereby assigns all Tenant agrees that it will not store, do or permit anything to be done in or about the Leased Premises which may be prohibited by any insurance policy in force from time to time covering the Building Complex or which would cause the cancellation of its rightany such insurance policies. In the event Tenant’s occupancy or conduct of business in or on the Leased Premises, title and interest under whether or not Landlord has consented to the same, results in any warranties increase in premiums for the insurance carried from time to time by Landlord with respect to the Building and/or Complex, Tenant shall pay any such Building’s systems and which are then increase in effect and which premiums as Rent within ten (10) calendar days after bills for such additional premiums shall be rendered by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building WarrantiesLandlord.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Building Warranties Premises which is conditioned on this Sublease being declared by any Governmental Authority (as defined in full force and effect and Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord upon expiration or termination 5 business days of written demand from Landlord for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this SubleaseSection or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the conditional assignment floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall terminate automatically and Sublessee cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not have place any further right, title machinery or interest equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Building WarrantiesProject elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Premises with Legal Requirements as of the Commencement Date. Thereafter, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) to the extent related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master Lease. Sublessee acknowledges that it is thoroughly familiar Basic Lease Provisions, and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Building Warranties Premises that is conditioned on this Sublease being declared by any Governmental Authority having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in full force and effect and any manner that would void Tenant’s or Landlord’s insurance. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon expiration or termination demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this SubleaseSection or otherwise caused by Tenant’s use and/or occupancy of the Premises for purposes other than the Permitted Uses. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the conditional assignment shall terminate automatically and Sublessee shall not have any further rightfloor or structure of the Premises, title or interest in subject the Building WarrantiesPremises to use that would damage the Premises.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master Lease. Sublessee acknowledges that it is thoroughly familiar basic lease provisions in the Basic Lease Provisions, and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 10 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement, except unless Tenant is actively contesting any such determination in good faith and by appropriate legal proceedings, provided that Tenant first gives Landlord appropriate assurance reasonably satisfactory to Landlord against any loss, cost or expense on account thereof, and further provided such contest shall not subject Landlord to criminal penalties or civil sanctions, loss of property or civil liability. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. The Permitted Use as set forth defined in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) Lease will not result in the Subleased Premises existing as voidance of or an increased insurance risk or cause the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all disallowance of its right, title and interest under any warranties sprinkler or other credits with respect to the insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon written demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by ▇▇▇▇▇▇’s specific use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises. Tenant shall not use or allow the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Building and/or such Building’s systems and or Project elevators without the prior written consent of Landlord, which are then in effect and which by their terms consent shall not be unreasonably withheld, conditioned or Net Multi-Tenant Laboratory 825 Industrial – Multiple Suites/Vaxcyte - Page 19 delayed. Except as may be assigned provided under the Work Letters, Tenant shall not, without the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), use the counterparty thereto Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon ▇▇▇▇▇▇’s Share as usually furnished for the Permitted Use. Landlord shall be responsible subject to the terms of the Work Letters as provided herein and not as part of Operating Expenses, (a) subject to the terms of the Suite 400 Office Premises Work Letter, for the compliance of the Suite 400 Office Premises and the Suite 400 Office Premises Alterations (as such terms are defined in Section 2(a) of the Suite 400 Office Premises Work Letter) with Legal Requirements (including the ADA) as of the Suite 400 Office Premises Commencement Date, (b) subject to the terms of the Suite 400 Lab Premises Work Letter, for the compliance of the Suite 400 Lab Premises and the Suite 400 Lab Premises Alterations (as such terms are defined in Section 2(a) of the Suite 400 Lab Premises Work Letter) with Legal Requirements (including the ADA) as of the Suite 400 Lab Premises Commencement Date, (c) subject to the terms of the Suite 500 Work Letter, for the compliance of Suite 500 and the Suite 500 Alterations (as such terms are defined in Section 2(a) of the Suite 500 Work Letter) with Legal Requirements (including the ADA) as of the Suite 500 Commencement Date, and (d) subject to the terms of the Suite 600 Work Letter, for the compliance of Suite 600 and the Suite 600 Alterations (as such terms are defined in Section 2(a) of the Suite 600 Work Letter) with Legal Requirements (including the ADA) as of the Suite 600 Commencement Date. Subject to Landlord’s obligations in the immediately preceding sentence, commencing on (i) the Commencement Date with respect to the Prior Premises, (ii) the Suite 400 Office Premises Commencement Date with respect to the Suite 400 Office Premises, (iii) the Suite 400 Lab Premises Commencement Date with respect to the Suite 400 Lab Premises, (iv) the Suite 500 Commencement Date with respect to Suite 500, and (v) the Suite 600 Premises with respect to the Suite 600 Premises, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, subject to the terms of this paragraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with Legal Requirements related to ▇▇▇▇▇▇’s specific use of the Building Warranties is conditioned on this Sublease being Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all such Claims arising out of or in full force and effect and connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s specific use of the Premises or Tenant’s Alterations. Tenant acknowledges that upon expiration or termination of this SubleaseLandlord may, the conditional assignment shall terminate automatically and Sublessee but shall not have any further rightbe obligated to, title seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or interest other similar “green” certification with respect to the Project and/or the Premises, and Tenant agrees, at no material cost to Tenant, to reasonably cooperate with Landlord, and to provide such information and/or documentation as Landlord may reasonably request, in the Building Warrantiesconnection therewith.

Use. Sublessee (a) The Premises shall use be used only for the Subleased Premises for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition Permitted Use of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this SubleaseItem 26 of the Basic Lease Provisions and for any other lawful purpose (a “Future Use”), provided that such Future Use does not conflict with any exclusive use rights granted by Landlord to another tenant at the Project pursuant to a written lease entered into by Landlord and such other tenant following the Effective Date, and subject to for reasonable and customary uses ancillary thereto. (b) Outside storage including, without limitation, drop shipments, dock storage, trucks and other vehicles other than storage areas (if any) shown on Exhibit A2, is prohibited without Landlord’s prior written consent. Tenant shall obtain, at Tenant’s sole cost and expense, any and all applicable zoning, municipal, county licenses and state permits necessary for Tenant’s contemplated use of the Premises. Tenant shall comply with all existing and future governmental laws, ordinances and regulations governing and regulating applicable to the use of the Subleased Premises, as well as all requirements of Landlord’s insurance carrier. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, nor take any other action which would constitute a nuisance or interfere with or disturb other tenants. Tenant shall not receive, store or otherwise handle any product, material or merchandise which is explosive or highly inflammable. (c) If any Legal Requirement shall, by reason of the nature of Tenant’s particular use or occupancy of the Premises (as opposed to laws that generally apply to use of the Premises or Project), impose any duty upon Tenant or Landlord with respect to (i) modification or other maintenance of the Premises or the Building, or (ii) the use, alteration or occupancy thereof, Tenant shall comply with such Legal Requirements at Tenant’s sole cost and any easementsexpense. Notwithstanding the foregoing, covenants Tenant, at its sole cost and expense, shall be responsible for the Premises complying with all sprinkler and high pile storage Legal Requirements. If either the Building or restrictions Project, including common areas (excluding the Premises), is determined by applicable governmental agencies to not be in compliance with Legal Requirements applicable to the Building or common areas as of record. Sublessee acknowledges that Sublessor the Commencement Date, then Landlord shall be fully responsible, at its sole cost and Master Lessor expense (which shall not be included in CAM), for making all alterations and their respective employees repairs to the Building or agents have not made any representations or warranties Project, including common areas (but excluding the Premises) required by such governmental agencies so that the Subleased Premises Building and Project, including common areas (but excluding the Premises) comply with applicable law, ordinance, rule, regulation or covenant or restriction all such Legal Requirements. The term “Legal Requirements” shall mean all covenants and restrictions of record (collectively, “Applicable Requirements”if any), laws, statutes, building and zoning codes, ordinances, and governmental orders, conditions of approval, rules and regulations (including, but not limited to, Title III of the Americans With Disabilities ActAct of 1990), as well as the same may be amended and supplemented from time to time, including, without limitation, all Legal Requirements that pertain to the building structure. Notwithstanding the foregoing sentence, if there is a “new” Legal Requirement (a Legal Requirement first enacted or made applicable to the Project after the Commencement Date of this Lease) affecting the Building or the Project (excluding the Premises), which require Landlord to make capital expenditures or repairs to the Project (excluding the Premises) (a “ADANew Legal Requirement”), the annual amortized portion of such capital expenditures or repairs shall be included in CAM which shall be reimbursed by the tenants in the Project over its reasonable anticipated useful life as determined by Landlord’s contractor. Subject to applicable New Legal Requirements (including any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below“grandfather” provisions pertaining thereto), Landlord agrees to maintain the Building and the Project (except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined belowPremises) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns compliance with all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building WarrantiesLegal Requirements.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master Lease. Sublessee acknowledges that it is thoroughly familiar Basic Lease Provisions and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any laws relating to earthquake sprinkler or other life/safety matters credits. Landlord acknowledges that the use that Tenant has disclosed to Landlord that Tenant will be making of the Premises as of the Commencement Date will not result in the voidance of or Hazardous Substances (an increased insurance risk with respect to the insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined below)in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand (and delivery to Tenant of reasonable evidence thereof) for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will not commit or permit waste, except overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as set forth to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in this Subleasethe Project. The parties hereto agree that Tenant shall not place any machinery or equipment weighing 750 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord has reviewed the equipment plans and structural assessment attached hereto as Exhibit B accurately reflect all Alterations L (“Equipment Plans”) and hereby consents to Tenant’s installation of equipment as defined below) shown therein. If and to the extent that the Equipment Plans change, Landlord may require a new structural assessment and any such changes shall be subject to Landlord’s further consent as required under this Section. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the Subleased existing capacity of the Project as proportionately allocated to the Premises existing based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with the Legal Requirements as of the date hereof Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or extent such BuildingLegal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s systems and which are then in effect and which expense (to the extent such Legal Requirement is triggered by their terms may be assigned without the consent reason of Tenant’s, as compared to other tenants of the counterparty thereto Project, specific use of the Premises or Tenant’s alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with Legal Requirements related to Tenant’s use or occupancy of the Building Warranties is conditioned on this Sublease being in full force Premises, and effect Tenant shall indemnify, defend, hold and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically save Landlord harmless from and Sublessee shall not have against any further right, title or interest in the Building Warrantiesand all such Claims.

Use. Sublessee a. Tenant shall use and occupy the Subleased Premises only for general office use, and for no other purposes. Tenant shall not use the Premises or allow the Premises to be used for any legal use permitted under other purpose without the Master Leaseprior written consent of Landlord. Sublessee acknowledges that it is thoroughly familiar Tenant, at Tenant's expense, shall comply with all laws, rules, orders, ordinances, directions, regulation, and requirements of federal, state, county, and municipal authorities, now in force or which may hereafter be in force, which shall impose any duty upon Landlord or Tenant with respect to the condition use, occupation or alteration of the Subleased Premises, or the conduct of Tenant's business therein, including without limitation the Americans with Disabilities Act and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipalrecycling and environmental laws and regulations. Tenant hereby agrees to indemnify and hold harmless Landlord and its agents, county officers, directors and state lawsemployees from and against any cost, ordinances damage, claim, liability and regulations governing expense (including attorneys' fees) arising out of claims or suits brought by third parties against Landlord, its agents, officers, directors and regulating employees alleging or relating to the failure of the Premises to comply with the terms of the Americans with Disabilities Act or any other law or regulation applicable to the Premises and/or its occupancy by Tenant and Tenant’s business in the Premises. Tenant shall not use or permit the Premises or any part thereof to be used in any manner that constitutes waste, nuisance or unreasonable disturbances to other tenants of the Building or for any disorderly, unlawful or hazardous purpose and will not store or maintain therein any hazardous, toxic or highly combustible items other than usual and customary office supplies intended for Tenant's use and in such event, only in such amounts as permitted by applicable law. Tenant covenants not to change Tenant's use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent prior written approval of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building WarrantiesLandlord.

Use. Sublessee shall a. Tenant covenants with Landlord not to use the Subleased Premises for any legal purpose other than general office use for the conduct of Tenant’s business, a dispatch center and call center incident to the conduct of Tenant’s business, a training facility for Tenant’s employees and as otherwise expressly permitted under the Master pursuant to this Lease. Sublessee acknowledges that it is thoroughly familiar Tenant shall not use the Premises or allow the Premises to be used for any other purpose without the prior written consent of Landlord. Tenant, at Tenant’s expense, shall comply with all laws, codes, rules, orders, ordinances, directions, regulations, and requirements of federal, state, county, and municipal authorities, now in force or which may hereafter be in force, which shall impose any duty upon Landlord or Tenant with respect to the condition use, occupation, operation or alteration of the Subleased Premises, and Sublessee agrees that it is subleasing or the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition conduct of the Subleased Premises or their fitness for SublesseeTenant’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)business therein, including, but not limited towithout limitation, the Americans With with Disabilities ActAct of 1990, as amended (the “ADA”), and all regulations promulgated thereunder, all Environmental Laws (hereinafter defined), and all applicable zoning and recycling laws and regulations (all of the foregoing collectively referred to herein as the “Legal Requirements”). Landlord, at Landlord’s expense, shall comply with all Legal Requirements which shall impose any duty upon Landlord or Tenant with respect to the condition or maintenance of the Premises to the extent such duty is part of the Landlord Maintenance Obligation hereunder. Tenant, at Tenant’s expense, shall comply with all Legal Requirements which shall impose any duty upon Landlord or Tenant with respect to the condition or maintenance of the Premises to the extent not covered by the preceding sentence as Landlord’s obligation. Tenant shall not use or permit the Premises or any laws relating part thereof to earthquake be used in any manner that constitutes waste, nuisance or unreasonable disturbances to other tenants of the Project or for any disorderly, unlawful or hazardous purpose. Tenant covenants not to change Tenant’s use of the Premises without the prior written approval of Landlord. b. Tenant shall not put the Premises to any use, the effect of which use is likely to or does cause cancellation of any insurance covering the Premises or the Project, or an increase in the premium rates for such insurance. In the event that Tenant performs or commits any act, the effect of which is to raise the premium rates for such insurance, Tenant shall pay Landlord the amount of the additional premium, as Additional Rent payable by Tenant upon demand therefor by Landlord. The Premises shall not be used for any illegal purpose or in violation of any Legal Requirements or the regulations or directives of Landlord’s insurance carriers, or in any manner which interferes with the quiet enjoyment of any other tenant of the Project. Tenant will not install or operate in the Premises any electrical or other life/safety matters equipment, other than such equipment as is commonly used in modern offices or Hazardous Substances (as defined below), except as set forth may be otherwise described in this SubleaseLease, without first obtaining the prior written consent of Landlord, which consent may not be unreasonably withheld, conditioned or delayed, though Landlord may condition such consent upon the payment by Tenant of Additional Rent in compensation for excess consumption of water, electricity and/or other utilities, excess wiring and other similar requirements, and any changes, replacements or additions to any base building system, as may be occasioned by the operation of said equipment or machinery. The parties hereto agree that Tenant may, as part of the plans Premises Improvements to be undertaken by Tenant in accordance with the Workletter attached hereto as Exhibit B accurately reflect all Alterations E, install to and within the Premises Tenant’s voice, data, video, audio, and other low-voltage control transport system cabling and/or cable bundles and Tenant’s back-up generators (as defined belowif any), uninterruptible power supply systems (if any) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s integrated sound systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesTenant Lines and Systems”). The assignment routing plan for such Tenant Lines and Systems shall be available to Landlord and its agents at the Building upon request. Though some of the Building Warranties is conditioned on this Sublease being Tenant Lines and Systems may be located in full force Common Areas of the Building, Landlord shall upon request grant Tenant access to the same (including, without limitation, access to any wiring closets, building risers, electrical closets, control rooms or mechanical engineering closets) for the purposes of installation, repair, replacement and effect maintenance of the Tenant Lines and that upon expiration or termination of this Sublease, Systems throughout the conditional assignment shall terminate automatically and Sublessee Term. c. Tenant shall not have place a load upon the floor of the Premises exceeding the designated floor load capacity of the Project without Landlord’s prior written consent. Business machines, mechanical equipment and materials belonging to Tenant which cause vibration, noise, cold, heat or fumes that may be transmitted to the Project or to any further right, title other leased space therein to such a degree as to be objectionable to Landlord or interest to any other tenant in the Building WarrantiesProject shall be placed, maintained, isolated, stored and/or vented by Tenant at its sole expense so as to absorb and prevent such vibration, noise, cold, heat or fumes or removed if such absorption and prevention cannot be achieved.

Use. Sublessee Tenant shall continuously occupy and use the Subleased Premises only for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents Permitted Use (as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Subleasethe Basic Lease Information) and shall comply with all Laws relating to the use, condition, access to, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use occupancy of the Subleased Premises and will not commit waste, overload the Building’s Structure or the Building’s Systems or subject the Premises to use that would damage the Premises. Tenant, at its sole cost and expense, shall obtain and keep in effect during the term, all permits, licenses, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor other authorizations necessary to permit Tenant to use and Master Lessor and their respective employees or agents have not made any representations or warranties that occupy the Subleased Premises comply for the Permitted Use in accordance with applicable law, ordinance, rule, regulation or covenant or restriction Law and all insurance requirements. If as a result of record the population density within the Premises as a whole exceeding one person for each three hundred (collectively, 300) rentable square feet in the Premises (the “Applicable RequirementsMaximum Density”), includingrebalancing, but not limited torepairs, modifications or supplements to the HVAC serving the Premises are required (“HVAC Corrective Work”), and Tenant requests that such HVAC Corrective Work be performed, the cost of the foregoing shall be borne solely by Tenant (to be reimbursed to Landlord within ten (10) days after Landlord’s delivery to Tenant of reasonable evidence of the cost thereof). Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant: (a) Tenant shall bear the risk of complying with Title III of the Americans With Disabilities ActAct of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such laws, as amended from time to time (the “ADADisabilities Acts”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises (except with respect to requirements existing as of the date hereof of this Lease); and (collectivelyb) Landlord shall bear the risk of complying with the Disabilities Acts to the extent applicable to the Premises as of the date of this Lease and in the Common Areas, other than compliance that is necessitated by the use of the Premises for other than the Permitted Use or as a result of any alterations or additions made by Tenant (which risk and responsibility shall be borne by Tenant). Tenant shall not use any substantial portion of the Premises for a use that results in such portion of the Premises having, on a regular basis, a population density greater than the Maximum Density, such as a high-density “call center”, any other high-density telemarketing use, or any high-density credit processing use. In addition, the “Existing Alterations”Premises shall not be used for any purpose which creates strong, unusual, or offensive odors, fumes, dust or vapors; which emits noise or sounds that are objectionable due to intermittence, beat, frequency, shrillness, or loudness; which is associated with indecent or pornographic matters; or which involves political or moral issues (such as abortion issues). Sublessor hereby assigns Tenant shall not use or permit the storage of any explosives, fuel or other hazardous or inflammable materials within the Premises other than such materials and in such quantities which are normal and customary in office space of this type and in compliance with all applicable Laws and insurance requirements. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants or Landlord in its management of the Building. Tenant shall not knowingly conduct or permit to be conducted in the Premises any activity which is not a Permitted Use, or place any equipment in or about the Premises or the Building, which will invalidate the insurance coverage in effect or increase the rate of fire insurance or other insurance on the Premises or the Building. If any invalidation of coverage or increase in the rate of fire insurance or other insurance occurs or is threatened by any insurance company due to activity conducted from the Premises which is not a Permitted Use, or any act or omission by Tenant, or its rightagents, title employees, representatives, or contractors which is not a Permitted Use, such statement or threat shall be conclusive evidence that the increase in such rate is due to such act of Tenant or the contents or equipment in or about the Premises, and, as a result thereof, Tenant shall be liable for such increase and interest shall be considered additional Rent payable with the next monthly installment of Base Rent due under any warranties with respect this Lease. In no event shall Tenant introduce or permit to be kept on the Premises or brought into the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectivelyany dangerous, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration noxious, radioactive or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesexplosive substance.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used 801 Capitola/Heat Biologics - Page 8 for any unlawful purpose. Tenant shall cause any equipment or machinery installed by it in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with the ADA as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building Warranties is conditioned on this Sublease being that are required by Legal Requirements. Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in full force investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and effect disbursements and that upon expiration costs of suit) (collectively, “Claims”) arising out of or termination in connection with Legal Requirements related to Tenant’s use or occupancy of this Subleasethe Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the conditional assignment shall terminate automatically and Sublessee shall not have Premises to comply with any further right, title Legal Requirement related to Tenant’s use or interest in occupancy of the Building WarrantiesPremises or Tenant’s Alterations.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this SubleaseSection or otherwise caused by Tenant’s use and/or occupancy of the Premises. The parties hereto agree Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the plans attached hereto Premises. Tenant shall cause any equipment or machinery to be installed in the Premises so as Exhibit B accurately reflect all Alterations to reasonably prevent sounds or vibrations from the Premises from extending unreasonably outside the Premises. Tenant shall not place any machinery or equipment which would overload the floor in or upon the Premises or transport or move such items in the Project elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project. Landlord shall, at Landlord’s sole cost and expense, be responsible for the compliance of Landlord’s Work (as defined below) in the Subleased Premises existing Work Letter) with Legal Requirements as of the date hereof that Landlord substantially completes Landlord’s Work. Except as provided in the immediately preceding sentence, Tenant, at its sole expense, shall make any alterations or modifications to the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises, the Tenant Improvements and any Alterations. Notwithstanding any other provision herein to the contrary, subject to the first sentence of this paragraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Tenant’s compliance with Legal Requirements, and except for Landlord’s Work, Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, at no material cost to Tenant, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except as set forth in this Subleaseincrease the insurance risk, or cause the disallowance of any sprinkler or other credits. The parties hereto agree use that Tenant has disclosed to Landlord that Tenant will be making of the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, Commencement Date will not result in the “Existing Alterations”). Sublessor hereby assigns all voidance of its right, title and interest under any warranties or an increased insurance risk with respect to the Building insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such Building’s systems and which are then items through the Common Areas of the Project or in effect and which by their terms the Project elevators without the prior written consent of Landlord. Except as may be assigned provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the counterparty thereto Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) make any alterations or modifications to the Project that are required by Legal Requirements, including the ADA, unless such alterations or modifications are triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or any Tenant Alterations, in which case Landlord shall make such alterations or modifications to the Project at Tenant’s expense. Except as provided in the immediately preceding sentence, Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises or any Tenant Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Building Warranties is conditioned on this Sublease being Premises or any Tenant Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in full force and effect and that upon expiration connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s specific use or termination occupancy of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have Premises or any further right, title or interest in the Building WarrantiesTenant Alterations.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon the earlier of (i) 30 days’ written notice from Landlord, or (ii) the date required by the applicable Governmental Authority (as defined in Section 9), discontinue any use of the Premises which is declared by any Governmental Authority having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use; provided, however, that the proportionality requirement contained in this sentence shall not apply to Landlord’s Work or the Remaining Improvements. Landlord shall not voluntarily cause the zoning of the Project to be changed from the existing designation to a designation that would prohibit the Tenant from conducting the Permitted Use within the Premises. Landlord shall, at Landlord’s sole cost and expense, be responsible for the compliance of the Premises and the Common Areas of the Project with Legal Requirements as of the Commencement Date. Thereafter, Landlord shall, as an Operating Expense or at Tenant’s expenses (to the extent such Legal Requirement is applicable solely by reason of Tenant’s particular use of the Premises) make any alterations or modifications to the Common Areas or the exterior of the Building Warranties is conditioned on this Sublease being that are required by Legal Requirements, including the ADA. Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises and Tenant’s construction or installation of Alterations in full force the Premises, other than those alterations and effect modifications required in connection with Landlord’s Work and that upon expiration or termination the Remaining Improvements, which shall be the responsibility of Landlord pursuant to the immediately preceding sentence. Notwithstanding any other provision herein to the contrary, and except in connection with Legal Requirements which are Landlord’s responsibility pursuant to the first sentence of this Subleaseparagraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the conditional assignment same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements, and Tenant shall terminate automatically indemnify, defend, hold and Sublessee shall not have save Landlord harmless from and against any further right, title and all Claims arising out of or interest in connection with any failure of the Building WarrantiesPremises to comply with any Legal Requirement.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master Lease. Sublessee acknowledges that it is thoroughly familiar Basic Lease Provisions, and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except as set forth in this Subleaseincrease the insurance risk, or cause the disallowance of any sprinkler or other credits. The parties hereto agree use that Tenant has disclosed to Landlord that Tenant will be making of the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, Commencement Date will not result in the “Existing Alterations”). Sublessor hereby assigns all voidance of its right, title and interest under any warranties or an increase insurance risk with respect to the Building insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such Building’s systems and items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which are then in effect and which by their terms consent shall not be unreasonably withheld. Except as may be assigned provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the counterparty thereto Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord has disclosed to Tenant that the Project is the subject of an Activity and Use Limitation, which is incorporated herein by reference, and Tenant acknowledges receipt of a copy of such Activity and Use Limitation prior to execution of this Lease. Landlord shall, at Landlord’s sole cost and expense, be responsible for the compliance of the Project (other than the Premises for which Tenant shall be solely responsible) with Legal Requirements as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements, including the ADA. Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises, Tenant’s construction or installation of the Tenant Improvements or subsequent Alterations to the Premises made by Tenant, but only to the extent such Alterations or modifications are particular to the Premises and are not generally applicable to all premises in the Building (for example, sprinkler system upgrades generally applicable to the Building shall be a capital expenditure performed by Landlord as an Operating Expense). Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”)) arising out of or in connection with Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement. The assignment repairs, corrections or replacements required of Landlord or of Tenant under the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination foregoing provisions of this SubleaseSection 7 shall be made by Landlord or Tenant, the conditional assignment shall terminate automatically and Sublessee shall not have any further rightas applicable, title or interest in the Building Warrantieswithin a reasonable time after being required to do so.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as amended defined in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment exceeding the maximum structural capacity of the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require any increase in ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with regulations promulgated pursuant thereto, “ADA”), ) attributable to Tenant’s use or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as occupancy of the date hereof (collectively, the “Existing Alterations”)Premises. Sublessor hereby assigns all of its right, title and interest under Notwithstanding any warranties with respect other provision herein to the Building and/or such Building’s systems contrary, Tenant shall be responsible for any and which are then all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in effect investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and which by their terms may be assigned without the consent disbursements and costs of the counterparty thereto suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have Premises to comply with any further right, title or interest in the Building WarrantiesLegal Requirement.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 10 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement; unless Tenant is actively contesting any such determination in good faith and by appropriate legal proceedings, except provided that Tenant first gives Landlord appropriate assurances reasonably satisfactory to Landlord against any loss, cost or expense on account thereof, and further provided such contest shall not subject Landlord to criminal penalties or civil sanctions, loss of property or civil liability. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. The Permitted Use as set forth defined in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) Lease will not result in the Subleased Premises existing as voidance of or an increased insurance risk or cause the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all disallowance of its right, title and interest under any warranties sprinkler or other credits with respect to the Building insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which would overload the floor in or upon the Premises or transport or move such Building’s systems and which are then items through the Common Areas of the Project or in effect and which by their terms may be assigned the Project elevators without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Tenant shall not, without the counterparty thereto prior written consent of Landlord, which shall not be unreasonably withheld or delayed, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible, at Landlord’s cost and not as part of Operating Expenses, for the compliance of the Premises and the Common Areas of the Project with Legal Requirements (including the ADA) as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as otherwise expressly provided in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, subject to the terms of this paragraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with any failure of the Building Warranties is conditioned on this Sublease being Premises to comply with Legal Requirements to the extent related to Tenant’s particular use of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in full force and effect and that upon expiration or termination connection with any breach of this Subleasesentence. Tenant acknowledges that Landlord may, the conditional assignment shall terminate automatically and Sublessee but shall not have any further rightbe obligated to, title seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or interest other similar “green” certification with respect to the Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, and to provide such information and/or documentation as Landlord may reasonably request, in the Building Warrantiesconnection therewith.

Use. Sublessee Tenant shall continuously occupy and use the Subleased Premises only for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents Permitted Use (as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Subleasethe Basic Lease Information) and shall comply with all applicable Laws relating to the use, condition, access to, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use occupancy of the Subleased Premises and will not commit waste, overload the Building’s Structure or the Building’s Systems or subject the Premises to any use that would damage the Premises. Tenant, at its sole cost and expense, shall obtain and keep in effect during the term, all permits, licenses, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor other authorizations necessary to permit Tenant to use and Master Lessor and their respective employees or agents have not made any representations or warranties that occupy the Subleased Premises comply for the Permitted Use in accordance with applicable lawLaw. The population density within the Premises as a whole shall at no time exceed the limitations of the certificate of occupancy, ordinanceor as imposed by the local fire department or applicable Law. Notwithstanding anything in this Lease to the contrary, rule, regulation or covenant or restriction as between Landlord and Tenant: (a) Tenant shall bear the risk of record (collectively, “Applicable Requirements”), including, but not limited to, complying with Title III of the Americans With Disabilities ActAct of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such laws, as amended from time to time (the “ADADisabilities Acts”)) if and to the extent such compliance arises as a result of any Alterations Tenant performs in the Premises, as the result of Tenant’s specific (as opposed to general office) use of the Premises, as the result of the special needs of any employee of Tenant that is beyond that generally required by the Disabilities Act, or as the result of an Event of Default by Tenant hereunder; (b) Landlord shall bear the risk of complying with the Disabilities Acts in the Premises for any laws relating other reasons not articulated in (a) above and in the Common Areas (subject to earthquake or other life/safety matters or Hazardous Substances (as defined below), except reimbursement as set forth in this SubleaseExhibit C), other than compliance that is necessitated by Tenant’s use of the Premises for other than the Permitted Use or as a result of any Alterations made by Tenant (which risk and responsibility shall be borne by Tenant). The parties hereto agree Tenant shall not use any substantial portion of the Premises for a “call center”, any other telemarketing use, or any credit processing use. In addition, the Premises shall not be used for any purpose which creates strong, unusual, or offensive odors, fumes, dust or vapors; which emits noise or sounds that are objectionable due to intermittence, beat, frequency, shrillness, or loudness; which is associated with indecent or pornographic matters; or which involves political campaigning or issues. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants or Landlord in its management of the Building. Tenant shall not knowingly conduct or permit to be conducted in the Premises any activity, or place any equipment in or about the Premises or the Building, which will invalidate the insurance coverage in effect or increase the rate of fire insurance or other insurance on the Premises or the Building. If any invalidation of coverage or increase in the rate of fire insurance or other insurance occurs or is threatened by any insurance company due to activity conducted from the Premises that is not commensurate with general office use, or any act or omission by Tenant, or its agents, employees, representatives, or contractors, such statement or threat shall be conclusive evidence that the plans attached hereto increase in such rate is due to such act of Tenant or the contents or equipment in or about the Premises, and, as Exhibit B accurately reflect all Alterations (as defined below) in a result thereof, Tenant shall cease conducting such activity and shall be liable for such increase and such increase shall be considered Additional Rent payable with the Subleased next monthly installment of Base Rent due under this Lease, and Landlord’s acceptance of such amount shall not waive any of Landlord’s other rights. In no event shall Tenant introduce or permit to be kept on the Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to or brought into the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectivelyany dangerous, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration noxious, radioactive or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesexplosive substance.

Use. Sublessee Tenant shall continuously occupy and use the Subleased Premises only for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents Permitted Use (as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Subleasethe Basic Lease Information) and shall comply with all Laws relating to the use, condition, access to, and occupancy of the Premises and will not commit waste, overload the Building’s Structure or the Building’s Systems or subject the Premises to any use that would damage the Premises. Without limiting the generality of the foregoing, Tenant shall comply with all easements, covenants, conditions and restrictions, and similar instruments, together with any and all amendments thereto made from time to time, and each of which has been or is hereafter recorded in the Official Records of the county in which the Building is located. Tenant, at its sole cost and expense, shall obtain and keep in effect during the term, all permits, licenses, and other authorizations necessary to permit Tenant to use and occupy the Premises for the Permitted Use in accordance with applicable Law. The population density within the Premises as a whole shall at no time exceed one person for each one thousand (1,000) square feet in the Premises. Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant: (a) Tenant shall bear the risk of complying with Title III of the Americans With Disabilities Act of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such laws, as amended from time to time (the “Disabilities Acts”) in the Premises, provided that Tenant shall not be liable for structural changes required by the Disabilities Acts to the extent the Premises were not in compliance with the Disabilities Acts on the Delivery Date, or where this Lease provides such compliance is Landlord’s obligation; and (b) Landlord shall bear the risk of complying with the Disabilities Acts in the Common Areas (subject to all applicable zoningreimbursement as set forth in Exhibit C), municipal, county and state laws, ordinances and regulations governing and regulating other than compliance that is necessitated by the use of the Subleased Premises for other than the Permitted Use or as a result of any alterations or additions made by Tenant (which risk and responsibility shall be borne by Tenant). The Premises shall not be used for any purpose which creates strong, unusual, or offensive odors, fumes, dust or vapors; which emits noise or sounds that are objectionable due to intermittence, beat, frequency, shrillness, or loudness; which is associated with indecent or pornographic matters; or which involves political or moral issues (such as abortion issues). Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants or Landlord in its management of the Building. Tenant shall not knowingly conduct or permit to be conducted in the Premises any activity, or place any equipment in or about the Premises or the Building, which will invalidate the insurance coverage in effect or increase the rate of fire insurance or other insurance on the Premises or the Building. If any invalidation of coverage or increase in the rate of fire insurance or other insurance occurs or is threatened by any insurance company due to activity conducted from the Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake act or other life/safety matters omission by Tenant, or Hazardous Substances (as defined below)its agents, except as set forth in this Sublease. The parties hereto agree employees, representatives, or contractors, such statement or threat shall be conclusive evidence that the plans attached hereto increase in such rate is due to such act of Tenant or the contents or equipment in or about the Premises, and, as Exhibit B accurately reflect all Alterations (as defined below) in a result thereof, Tenant shall be liable for such increase and such increase shall be considered Additional Rent payable with the Subleased next monthly installment of Base Rent due under this Lease, and Landlord’s acceptance of such amounts shall not waive any of Landlord’s other rights. In no event shall Tenant introduce or permit to be kept on the Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to or brought into the Building any dangerous, noxious, radioactive or explosive substance. Tenant agrees to comply with and cooperate with Landlord’s efforts to comply with energy efficiency, green building and/or such Building’s systems carbon reduction laws, including occupant, water, energy and which are then in effect and which by their terms may be assigned without transportation surveys within the consent of the counterparty thereto (collectivelycity, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration county, state or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesother jurisdiction.

Use. Sublessee shall (a) The Leased Premises are to be used and occupied by Tenant (and its permitted assignees and subtenants) solely for the purpose of pharmaceutical research and development, including conducting clinical drug trials (including overnight stays by clinical trial participants), office, data processing and other lawful activities incidental to the foregoing, including specifically a fully equipped private cafeteria or food service kitchen as an accessory use solely to serve or cater food for Tenant’s employees, contractors, clinical trial subjects, invitees and guests (the Subleased Premises “Permitted Use”), and for any legal no other use or purpose without the prior written consent of Landlord. Tenant shall, at Tenant’s cost and expense, obtain all permits and approvals required for the conduct of Tenant’s permitted under activities within the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Leased Premises, and Sublessee Landlord agrees to cooperate and assist Tenant in obtaining such permits and approvals. Landlord represents and warrants to Tenant that it the Property is subleasing appropriately zoned for the Subleased Premises Permitted Use, and Landlord shall secure all permits or approvals necessary for the conduct of Landlord’s work in the Building and for the occupancy of the Building (other than with respect to (i) the Leased Premises, (ii) Tenant’s Work and (iii) Tenant’s Permitted Use). (b) Tenant agrees to perform, observe and comply fully with Landlord’s rules and regulations (the “Rules and Regulations”) applicable to all tenants of the Building pertaining to the management, care and safety of the Common Areas of the Property, including but not limited to parking areas, landscaped areas, walkways, hallways and other facilities provided for the common use and convenience of occupants of the Property and, upon written notice thereof to Tenant, any changes, amendments, or additions thereto as from time to time shall be reasonably established and deemed advisable by Landlord so long as such changes do not materially affect Tenant’s rights hereunder or increase the Operating Costs. Notice of the Rules and Regulations shall be posted or given to Tenant. Landlord shall use commercially reasonable efforts to enforce the Rules and Regulations equally as to all other tenants; provided, Landlord shall not have any liability to Tenant for any failure of any other tenant or tenants of the Property to comply with the Rules and Regulations provided that Landlord makes commercially reasonable efforts to enforce same. In the event of any conflict between the Rules and Regulations and the provisions of this Lease, the provisions of this Lease shall prevail. Outside storage, including without limitation tractors, trailers and similar heavy equipment vehicles, is prohibited without Landlord’s prior written consent; provided that, at Tenant’s sole cost and expense, Tenant may construct an outside storage facility comprised of a material to be approved by Landlord, of not more than 500 square feet in the area cross-hatched on an “AS IS”Schedule C-3 attached to Exhibit C, “WHERE IS” basisfor the purpose of storing tools and implements, machinery, and another outbuilding of similar size in the same location for the purpose of storing Hazardous Substances and Materials (as defined in Sections 4.19 and 4.20, and including bodily fluids) pending periodic removal of such Hazardous Substances and/or Materials by a contractor authorized to handle and dispose of such materials. In all circumstances, such Hazardous Substances and/or Materials shall be maintained, stored, transferred, and removed from the Property in accordance with Section 14 below. Notwithstanding the foregoing, Tenant’s right to construct such outside storage facilities and modifications necessary for such facilities shall be subject to (1) Tenant obtaining any and all latent necessary permits and approvals, at Tenant’s sole cost and expense, for such facilities, including but not limited to any necessary revision or patent defectscorrection of the site plan for the Property, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as and (2) with respect to the condition facility for the temporary storage of Hazardous Substances and/or Materials, the approval of the Subleased plan and specifications for the construction of such facility by an environmental consultant acting on behalf of Landlord. (c) Tenant also agrees to perform, observe and comply fully in all material respects with the terms and conditions of the Declaration to the extent applicable to the Premises or their fitness for Sublesseeand Tenant’s use, except as otherwise set forth in this Subleaseuse thereof. Landlord shall promptly furnish to Tenant a copy of any amendments to the Declaration after the Effective Date, and subject to Landlord shall not execute any amendment of the Declaration that would materially impair Tenant’s rights under this Lease. (d) Tenant, at its sole expense, shall comply with all applicable zoning, municipal, county and state governmental laws, ordinances and regulations governing applicable to Tenant’s use of the Leased Premises, including but not limited to the Occupational Safety and Health Act, and regulating Hazardous Substances (as defined in Section 4.19) and Hazardous Materials (as defined in Section 4.20) and shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of nuisances in the Leased Premises or arising from Tenant’s use thereof. Tenant shall obtain and maintain all permits and approvals required for Tenant’s business and the use of the Subleased PremisesLeased Premises as provided herein. Without limiting the generality of the foregoing, Tenant shall be responsible for compliance of the Tenant Improvements, and any easementsimprovements made by Tenant in accordance with the provisions of this Lease, covenants or restrictions with the requirements of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended Act of 1990 (“ADA”), OSHA, and any similar state and municipal laws, ordinances or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing regulations as of the date hereof Commencement Date and thereafter. Landlord shall be responsible for compliance of the Building and the Property (collectivelyexcluding the interior of the Leased Premises, however), with the “Existing Alterations”)requirements of ADA, OSHA and any similar state and municipal laws, ordinances or regulations throughout the term of this Lease. (e) Tenant shall not permit any objectionable or noxious odors, smoke, dust, loud noise or vibrations to emanate from the Leased Premises, nor take any other action which would constitute a nuisance or would unreasonably disturb, interfere with or endanger Landlord or any other tenants of the Property. Sublessor hereby assigns Tenant shall not take any action which would unreasonably interfere with the rights of other persons to use the Property, shall cooperate with Landlord and other tenants in the use of any Common Areas, and shall not obstruct the Common Areas or permit such obstruction by those under its control. Tenant further agrees not to cause any effluent other than normal sewage and waste to be discharged into the sewer system and to comply with all of its rightapplicable laws, title regulations and interest under any warranties ordinances with respect to the Building and/or such Building’s systems wastewater and which are then in effect and which by their terms may be assigned sewage disposal (including without the consent limitation provision for filters, grease traps or other requirements of the counterparty thereto (collectively, “Building Warranties”City of Austin for disposal of waste products or other emissions from the Leased Premises). The assignment To the extent subject to Landlord’s control, Landlord shall not cause any noxious odors, smoke, dust, loud noise or vibrations to interfere with Tenant’s use of the Building Warranties Leased Premises, nor take any other action that would constitute a nuisance or would unreasonably disturb, interfere with or endanger Tenant or its agents, invitees, or guests. (f) Tenant shall not permit the Leased Premises to be used for any purpose or in any manner that would (i) void the insurance thereon, (ii) materially increase the insurance risk or cost thereof, or (iii) cause the disallowance of any sprinkler credits, including but not limited to use of the Leased Premises for the receipt, storage or handling of any product, material or merchandise that is conditioned explosive or highly flammable; provided that Tenant may retain in appropriate enclosed containers and in safe locations, small amounts of reasonable and customary cleaning fluids and lubricants. If any material increase in the cost of any insurance on the Leased Premises or the Property is caused by Tenant’s use of the Leased Premises or because Tenant prematurely vacates the Leased Premises (except as the result of condemnation, fire or other casualty or during periods of construction or repairs as provided in this Sublease being Lease), then Tenant shall pay the amount of such increase to Landlord immediately after notice thereof. An increase of five percent (5%) or more in full force and effect and that upon expiration or termination the cost of insurance shall be deemed material for purposes of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesprovision.

Use. Sublessee A. Subject to the provisions of Subsection 4.B, Tenant may use the Premises for the operation of a bank branch offering financial services and any other services now or hereafter permitted by Law to be offered by a bank or a bank holding company and any other purpose for which such Premises is being used as of the Commencement Date subject to all Laws and Permitted Encumbrances; provided, however, that subject to all Laws, Permitted Encumbrances, including all such restrictions and/or exclusions contained therein, and all other provisions of this Lease, including, without limitation, the insurance requirements of Section 18 and the repair and maintenance responsibilities of Section 12, Tenant shall (on not less than thirty (30) days’ written notice to Landlord of its intention to do so) have the right at any time and from time to time, to change the use of the Premises, or any portion thereof, from its then current use or any substantially similar use to any other retail or office use (collectively, “Alternative Use”). It is agreed that the foregoing use and restriction on use is a material inducement to Landlord entering into this Lease and that Landlord would not enter into this Lease without this inducement. Tenant shall use the Subleased Premises and all parking and common areas only as provided by and in accordance with all Encumbrances, subject to Landlord’s reservation of rights herein. Tenant shall not use or occupy the Premises, or any part thereof, nor permit or allow the Premises or any part thereof to be used or occupied, for (i) any purpose or in any manner which is in violation of any Law or a violation of the provisions set forth in Section 33 or (ii) in any manner which violates any certificates of occupancy for the Premises or makes void or voidable any insurance then in force with respect thereto as is required pursuant to Section 18 hereof. Tenant’s occupancy of the Premises will be in compliance with all Laws and Insurance Requirements, and as otherwise provided in this Lease. Tenant shall neither suffer nor permit the Premises or any portion thereof to be used, or otherwise act or fail to act, in such a manner as (I) might reasonably tend to impair Landlord’s title thereto or to any portion thereof, other than a Permitted Encumbrance, (II) may make reasonably possible a claim of adverse use or possession, or an implied dedication of the Premises or any material portion of the Premises, or (III) may subject the Premises or this Lease to any Encumbrances, other than Permitted Encumbrances. B. If Tenant determines in its sole discretion to permanently cease business operations at the Premises for at least six (6) months, except in the case of renovation or casualty (in which event, Tenant may cease operations during such renovation or casualty) (“Go Dark”), Tenant shall give written notice of such intention to Landlord not less than ninety (90) days prior to elect to Go Dark (“Go Dark Notice”); it being understood and agreed that Tenant shall remain liable for each and every obligation under this Lease with respect to the Premises from and after the date that Tenant elects to Go Dark until the Go Dark Termination Date, if any. At any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition time following Landlord’s receipt of the Subleased PremisesGo Dark Notice, Landlord, in its sole and absolute discretion, may elect to terminate this Lease by written notice to Tenant given not less than ninety (90) days prior to the termination date set forth in such notice (“Go Dark Termination Date”). If Landlord so elects to terminate this Lease: (1) For the avoidance of doubt, on the Go Dark Termination Date, Tenant shall pay to Landlord all Rent which is due or which will be due and payable as of such Go Dark Termination Date (which, for the avoidance of doubt, shall not include any Rent payable with respect to the Premises after the Go Dark Termination Date), including all Special Assessments, Taxes, Utility Charges, or additional sums which Tenant is liable for or for which Tenant has agreed to indemnify Landlord (“Additional Charges”) which are either known or ascertainable at such time, or reasonably determined by Landlord based on the most current available records for Additional Charges, subject to final adjustment. When the actual amount of such Additional Charges has been finally determined, Landlord and Tenant shall promptly adjust such amount and refund or pay any difference to the other party, as the case may be. (2) Notwithstanding the foregoing provisions of this Subsection 4.B., Tenant shall not have the right to exercise its Go Dark right with respect to the Premises if the same would constitute a breach or default under any Encumbrances; provided, however, that for the purpose of this Subsection 4.B.(2). only, the Landlord Mortgage and all related documents shall not constitute an Encumbrance which would prevent the exercise of such Go Dark right. (3) After receipt of the Go Dark Notice, and Sublessee agrees that it is subleasing subject to satisfaction of all conditions in this Subsection 4.B., then upon the Subleased Go Dark Termination Date, this Lease shall terminate as aforesaid, and Tenant shall be released from all further obligations and liabilities with respect to the Premises on an “AS IS”and this Lease, “WHERE IS” basiswhich first arise or accrue after the Go Dark Termination Date, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition obligations of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and Tenant which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon survive expiration or termination of this Subleasethe Lease. For avoidance of doubt, the conditional assignment shall terminate automatically and Sublessee Tenant’s election to Go Dark shall not be deemed to be a default or an Event of Default by Tenant under this Lease. Until such time as Landlord delivers a notice setting a Go Dark Termination Date, Tenant shall have any further the right, title in its sole discretion, to deliver a notice to Landlord rescinding its Go Dark Notice. C. Tenant will not enter into any agreements or consent to any transaction or instruments that will create an Encumbrance on the Premises (except for any sublease or mortgage on Tenant’s leasehold interest in the Building WarrantiesPremises, pursuant to any approvals required and the terms and conditions herein, or any other Permitted Encumbrance).

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased Premises existing as ADA or any similar legal requirement. Tenant shall reimburse Landlord within 5 business days’ written demand from Landlord for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the date hereof Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. 732202571.1 Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees, at no material cost to Tenant, to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee Tenant shall continuously occupy and use the Subleased Premises only for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar Permitted Use (as set forth in the Basic Lease Information) and shall comply with all Laws relating to the condition use, condition, access to and occupancy of the Subleased Premises, and Sublessee agrees will not commit waste, overload the Building’s Structure or the Building’s Systems or subject the Premises to any use that it is subleasing would damage the Subleased Premises. Tenant, at its sole cost and expense, shall obtain and keep in effect during the Term, all permits, licenses, and other authorizations necessary to permit Tenant to use and occupy the Premises on an for the Permitted Use in accordance with applicable Law. The population density within the Premises as a whole shall at no time exceed one person for each one hundred and fifty (150) rentable square feet in the Premises. Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant: (a) Tenant shall bear the risk of complying with Title III of the Americans With Disabilities Act of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations and guidelines promulgated under such laws, as amended from time to time (the “AS ISDisabilities Acts”, “WHERE IS” basis, ) in the Premises; and (b) Landlord shall bear the risk of complying with the Disabilities Acts in the Common Areas (subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents reimbursement as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this SubleaseExhibit C), and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating other than compliance that is necessitated by the use of the Subleased PremisesPremises for other than the Permitted Use or as a result of any Alterations made by Tenant (which risk and responsibility shall be borne by Tenant). Tenant shall not use any substantial portion of the Premises for a “call center”, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”)other telemarketing use, or any laws relating credit processing use. In addition, the Premises shall not be used for any purpose which creates strong, unusual or offensive odors, fumes, dust or vapors; which emits noise or sounds that are objectionable due to earthquake intermittence, beat, frequency, shrillness or loudness; which is associated with indecent or pornographic matters; or which involves political or moral issues (such as abortion issues). Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants or Landlord in its management of the Project. Tenant shall not knowingly conduct or permit to be conducted in the Premises any activity, or place any equipment in or about the Premises or the Building, which will invalidate the insurance coverage in effect or increase the rate of fire insurance or other life/safety matters insurance on the Premises or Hazardous Substances (as defined below)the Building. If any invalidation of coverage or increase in the rate of fire insurance or other insurance occurs or is threatened by any insurance company due to activity conducted from the Premises, except as set forth in this Sublease. The parties hereto agree or any act or omission by Tenant, its agents, employees, representatives or contractors, such statement or threat shall be conclusive evidence that the plans attached hereto increase in such rate is due to such act of Tenant or the contents or equipment in or about the Premises, and, as Exhibit B accurately reflect all Alterations (as defined below) in a result thereof, Tenant shall be liable for such increase and such increase shall be considered Additional Rent payable with the Subleased next monthly installment of Base Rent due under this Lease, and Landlord’s acceptance of such amounts shall not waive any of Landlord’s other rights. In no event shall Tenant introduce or permit to be kept on the Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to or brought into the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectivelyany dangerous, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration noxious, radioactive or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesexplosive substance.

Use. Sublessee shall (a) Tenant will occupy and use the Subleased Premises for general office, electronics manufacturing, warehousing, and shipping connected therewith and for any related lawful use. Tenant agrees not to use the Premises for any legal use permitted under the Master Leaseimmoral or unlawful purpose. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee Landlord agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basisthat, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as Section 18 and to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, prior reasonable review and subject to approval by Landlord and compliance with all applicable zoninggovernmental requirements, municipal, county and state laws, ordinances and regulations governing and regulating including but not limited to the use of the Subleased PremisesAmerican with Disabilities Act, and any easementssigning criteria in any covenants, covenants conditions, and restrictions recorded prior to the date of this Lease, Tenant may erect and maintain on the Premises and the building and improvements any signs advertising Tenant's business, as Tenant may desire. (b) Tenant shall not commit any acts on the Premises, nor use the Premises in any manner that will cause the cancellation of any fire, liability, or restrictions of recordother insurance policy insuring or hereinafter insuring the Premises or the improvements on the Premises. Sublessee acknowledges that Sublessor Tenant shall, at Tenant's sole cost and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises expense, comply with applicable lawall requirements of Landlord's insurance carriers that are necessary for the continued maintenance at reasonable rates of fire and liability insurance policies on the Premises and the improvements on the Premises. (c) Tenant shall not commit or allow any waste or any public or private nuisance in, ordinanceon or under the Premises. (d) Except as otherwise provided in Sections 10, rule19 and 43 hereof, regulation Tenant shall, at Tenant's sole cost, promptly comply with all laws, statutes, ordinances, rules, regulations, orders, recorded covenants and restrictions, and requirements of all municipal, state, and federal authorities now or covenant or restriction of record (collectively, “Applicable Requirements”)later in force, including, but not limited to, all provisions of the Americans With with Disabilities Act, as amended Act (“the "ADA”"), or all seismic retrofitting and other earthquake protection measures being required by any laws relating governmental entity with regard to earthquake the Premises, any requirements of Title 24 of the California Code of Regulations, the requirements of any board of fire underwriters or other life/safety matters similar body now or Hazardous Substances in the future constituted, and the direction or occupancy certificate issued by public officers (collectively the "Legal Requirements"), insofar as they relate to the condition, occupancy and use of the Premises, the construction of the Tenant Improvements (as defined below), except as set forth in this Sublease. The parties hereto agree that hereinafter defined) and the plans attached hereto as Exhibit B accurately reflect all construction of any future Alterations (as defined below) hereinafter defined), including but not limited to the correction or remediation of a violation arising out of or in connection with the construction of Tenant Improvements or other Alterations done by or on behalf of Tenant or which violation arises out of or results from the actions of Tenant or any of Tenant's contractors, employees, licensees, invitees or agents. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant that Tenant has violated any Legal Requirement in the Subleased Premises existing as condition, use, or occupancy of the date hereof (collectivelyPremises, the “Existing Alterations”). Sublessor hereby assigns all will be conclusive of its right, title that fact as between Landlord and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building WarrantiesTenant.

Use. Sublessee shall Tenant will use the Subleased premises for the operation of a first class banking institution. The Premises shall not be used for any legal other use permitted under the Master Leasewithout Landlord's prior written consent. Sublessee acknowledges that it is thoroughly familiar Tenant will comply with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, and subject to all applicable zoning, municipal, county laws concerning the Premises and state laws, ordinances and regulations governing and regulating the Tenant's use of the Subleased Premises. Tenant is advised that portions of the Building are used as a library and for offices for other tenants, and will not use the Premises in any manner that will violate any law, covenant, condition or restriction affecting the Building or the certificate of occupancy for the Building, or constitute waste, nuisance, or unreasonable annoyance to other Tenants' uses of Building, including without limitations library users, and shall, upon notice from Landlord, immediately discontinue any use of the Premises which violates the provisions herein or is declared by any governmental authority having jurisdiction to be a violation of law or of the certificate of occupancy. Tenant, at Tenant's sole cost and expense, shall comply with all laws, ordinances, regulations, rules, requirements and directions of any governmental agencies or authorities having jurisdiction which shall, by reason of the nature of Tenant's use or occupancy impose any duty upon Tenant or Landlord with respect to the Premises or the Building, or either of their use or occupation, including without limitation the provisions of all Laws and the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter: constituted, relating to or affecting the condition, use or occupancy of the Premises. If any governmental license or permit shall be required for the proper and lawful conduct of Tenant's business or other activity carried on at the Premises or if a failure to procure such a license or permit might or would, in any way, affect Landlord, the Premises, or the ability of Tenant to operate its business, then Tenant, at Tenant's expense, shall, at all times, obtain and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable the requirements of each such license or permit. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord is a party thereto or not, that Tenant has violated any law, ordinancestatute, ordinance or governmental rule, regulation or covenant or restriction requirement, shall be conclusive of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, that fact as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title between Landlord and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building WarrantiesTenant.

Use. Sublessee Tenant shall procure, at its sole cost and expense, any and all permits required by applicable Law for Tenant’s use and occupancy of the Premises. Tenant shall use the Subleased Premises solely for the Permitted Use specified in the Summary, and shall not use or permit the Premises to be used for any legal other use permitted under the Master Leaseor purpose whatsoever without Landlord’s prior written approval. Sublessee acknowledges that it is thoroughly familiar Tenant shall observe and comply with the condition Rules and Regulations attached hereto as Exhibit E, as the same may be modified by Landlord from time to time, and all reasonable non-discriminatory modifications thereof and additions thereto from time to time put into effect and furnished to Tenant by Landlord. Landlord shall endeavor to enforce the Rules and Regulations, but shall have no liability to Tenant for the violation or non-performance by any other tenant or occupant of any such Rules and Regulations. Tenant shall, at its sole cost and expense, observe and comply with all Laws and all requirements of any board of fire underwriters or similar body relating to the Premises now or hereafter in force relating to or affecting the condition, use, occupancy, alteration or improvement of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use(whether, except as otherwise set forth provided herein, structural or nonstructural, including unforeseen and/or extraordinary alterations and/or improvements to the Premises and regardless of the period of time remaining in the Term). Notwithstanding anything to the contrary in this SubleaseArticle 9 or elsewhere in this Lease, and subject Tenant shall not be responsible for (a) making any alterations to all the Premises to comply with applicable zoningLaws, municipal, county and state laws, ordinances and regulations governing and regulating except to the extent such alterations are required due to Tenant’s particular use of the Subleased PremisesPremises or alterations to the Premises made by Tenant, and or (b) any easementsremediation of Hazardous Materials, covenants or restrictions of recordexcept to the extent caused by Tenant. Sublessee acknowledges Notwithstanding that Sublessor and Master Lessor and their respective employees or agents have Tenant may not made be required to make any representations or warranties that the Subleased Premises such alterations to comply with applicable lawLaws, ordinance, rule, regulation Landlord shall not be limited to enforce any rights and remedies that it has against Tenant or covenant or restriction of record (collectively, “Applicable Requirements”), including, but not limited to, the Americans With Disabilities Act, as amended (“ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect Tenant’s affiliate pursuant to the Building and/or such Building’s systems and which are then in effect and which by their terms may Purchase Agreement. Tenant shall not use or allow the Premises to be assigned without used for any improper, immoral, unlawful or reasonably objectionable purpose. Tenant shall not do or permit to be done anything that will obstruct or interfere with the consent rights of the counterparty thereto (collectively, “Building Warranties”). The assignment other tenants or occupants of the Building Warranties is conditioned or the Property, if any, or injure or annoy them. Tenant shall not cause, maintain or permit any nuisance in, on this Sublease being in full force and effect and that upon expiration or termination of this Subleaseabout the Premises, the conditional assignment shall terminate automatically and Sublessee shall not have Building or the Property, nor commit or suffer to be committed any further rightwaste in, title on or interest in about the Building WarrantiesPremises.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) and the Texas Architectural Barriers Act (Article 9102, Tex. Rev. Civ. St. {1990}) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except as set forth in this Subleaseincrease the insurance risk, or cause the disallowance of any sprinkler or other credits. The parties hereto agree use that Tenant has disclosed to Landlord that Tenant will be making of the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectivelyCommencement Date will not, to Tenant’s knowledge, result in the “Existing Alterations”). Sublessor hereby assigns all voidance of its right, title and interest under any warranties or an increased insurance risk with respect to the Building insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon written demand (together with applicable invoices or bills) for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such Building’s systems and which are then items through the Common Areas of the Project or in effect and which by their terms the Project elevators without the prior written consent of Landlord. Except as may be assigned provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the counterparty thereto Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project with Legal Requirements (including the ADA) as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises, the Premises Improvements or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided in the two immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises, the Premises Improvements or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Building WarrantiesClaims”). The assignment ) arising out of or in connection with Tenant’s failure to comply with Legal Requirements related to Tenant’s particular use or occupancy of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this SubleasePremises, the conditional assignment Premises Improvements or Tenant’s Alterations, and Tenant shall terminate automatically indemnify, defend, hold and Sublessee shall not have save Landlord harmless from and against any further right, title and all Claims arising out of or interest in connection with any failure of the Building WarrantiesPremises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s insurance or could reasonably be expected to result in the voidance of Landlord’s insurance. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord within 10 days after written demand therefor for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises (along with reasonable evidence and justification of such additional premiums). Tenant will use the Premises in a careful and safe manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending outside the Building. Tenant shall not place any machinery or equipment that would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible, at Landlord’s cost and not as part of Operating Expenses, for the compliance of (i) the Common Areas of the Project with Legal Requirements (including the ADA) as of the date hereof Commencement Date, (ii) the Suite 1 Premises with Legal Requirements (including the ADA) as of the Suite 1 Commencement Date, (iii) the Suites 2-4 Premises with Legal Requirements (including the ADA) as of the Suites 2-4 Commencement Date, and (iv) the Suite 5 Premises with Legal Requirements (including the ADA) as of the Suite 5 Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises (as opposed to general laboratory and office use) or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as otherwise provided in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the 739800997.11739800997.11 Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s specific use of the Premises (as opposed to general laboratory and office use). Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s specific use (as opposed to general laboratory and office use) of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s use or occupancy of the Premises or Tenant’s Alterations. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”), or any laws relating to earthquake or other life/safety matters or Hazardous Substances (as defined below), except as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) in the Subleased Premises existing as of the date hereof (collectively, the “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building WarrantiesLegal Requirements” and each, a “Legal Requirement”). The assignment Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s particular use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible for the compliance of the Common Areas of the Project and the Premises with Legal Requirements as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s alterations) make any alterations or modifications to the Common Areas or the exterior of the Building Warranties is conditioned on this Sublease being (including structural obligations or modifications) that are required by Legal Requirements. Except as provided in full force the two immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises. Notwithstanding anything to the contrary contained herein, Landlord and effect and that upon expiration or termination not Tenant shall construct structural alterations of this Subleasethe Premises, the conditional assignment Building or the Project, which structural alterations shall terminate automatically be at Tenant’s expense and Sublessee not an Operating Expense (but only to the extent triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s alterations). Notwithstanding any other provision herein to the contrary, Tenant shall not have be responsible for any further rightand all demands, title claims, liabilities, losses, costs, expenses, actions, causes of action, damages or interest judgments, and all reasonable expenses incurred in investigating or resisting the Building Warrantiessame (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s specific use or occupancy of the Premises or any Tenant Alterations.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under the Master Lease. Sublessee acknowledges that it is thoroughly familiar with the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise Permitted Use set forth in this Subleasethe Basic Lease Provisions, and subject to in compliance with all applicable zoningLegal Requirements. As used in the Lease, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record “Legal Requirements” (collectively, and each, a “Applicable RequirementsLegal Requirement”)) shall mean all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to, as the context requires, (i) the Premises, the Building, and/or the Project, and to the use and occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”)) and/or (ii) Landlord and/or Tenant. Tenant shall, or upon 5 business days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises that is declared by any Governmental Authority (as defined belowin Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord within 30 days after written demand for any additional premium charged under any such insurance policy then maintained by Landlord for the Project by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises in violation of this Section. Tenant will use the Premises in a careful, safe and lawful manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or materially obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project (Landlord agreeing that the use of the Premises for the Permitted Use 21001083-v13 9800 Medical Center Drive—REGENXBIO INC.—Page 14 will not so obstruct or interfere with such rights), except as set forth in this Subleaseincluding conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (as defined below) Tenant shall cause any equipment or machinery to be installed in the Subleased Premises existing so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the date hereof (collectivelyProject or in the Project elevators without the prior written consent of Landlord, the “Existing Alterations”)which consent shall not be unreasonably withheld, delayed, or conditioned. Sublessor hereby assigns all of its right, title and interest under any warranties with respect to the Building and/or such Building’s systems and which are then in effect and which by their terms Except as may be assigned provided under the Tenant Work Letter, Tenant shall not, without the prior written consent of Landlord (which consent shall not be unreasonably withheld, delayed, or conditioned), use the counterparty thereto (collectivelyPremises in any manner that will require ventilation, “Building Warranties”). The assignment air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Building Warranties is conditioned on this Sublease being in full force and effect and that as proportionately allocated to the Premises based upon expiration or termination of this Sublease, Tenant’s Share as usually furnished for the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building WarrantiesPermitted Use.

Use. Sublessee The Premises shall use be used solely for the Subleased Premises for any legal use permitted under Permitted Use set forth in the Master basic lease provisions on page 1 of this Lease. Sublessee acknowledges that it is thoroughly familiar , and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the condition of the Subleased Premises, and Sublessee agrees that it is subleasing the Subleased Premises on an “AS IS”, “WHERE IS” basis, subject to all latent or patent defects, without any representation or warranty by Sublessor or Master Lessor or their respective employees or agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, except as otherwise set forth in this Sublease, use and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and Master Lessor and their respective employees or agents have not made any representations or warranties that the Subleased Premises comply with applicable law, ordinance, rule, regulation or covenant or restriction of record (collectively, “Applicable Requirements”)occupancy thereof, including, but not limited towithout limitation, the Americans With Disabilities Act, as amended 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, or upon 5 days’ written notice from Landlord, discontinue any laws relating to earthquake or other life/safety matters or Hazardous Substances use of the Premises which is declared by any Governmental Authority (as defined below)in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, except increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as set forth in this Sublease. The parties hereto agree that the plans attached hereto as Exhibit B accurately reflect all Alterations (a “place of public accommodation”, as defined below) in the Subleased ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment that would overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Landlord shall be responsible, at Landlord’s cost and not as part of Operating Expenses, for the compliance of the Common Areas of the Project with Legal Requirements (including the ADA) as of the date hereof Commencement Date regardless of when such non-compliance is discovered. Following the Commencement Date, Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the Project, specific use of the Premises or Tenant’s Alterations) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as otherwise expressly provided in this paragraph, Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises or Tenant Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirements related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “Existing Alterations”). Sublessor hereby assigns all of its right, title and interest under any warranties green” certification with respect to the Building Project and/or the Premises, and Tenant agrees to reasonably cooperate with Landlord, and to provide such Building’s systems and which are then information and/or documentation as Landlord may reasonably request, in effect and which by their terms may be assigned without the consent of the counterparty thereto (collectively, “Building Warranties”). The assignment of the Building Warranties is conditioned on this Sublease being in full force and effect and that upon expiration or termination of this Sublease, the conditional assignment shall terminate automatically and Sublessee shall not have any further right, title or interest in the Building Warrantiesconnection therewith.