Sample Business Contracts

        (i)    approximately 36,421 rentable square feet of space located on the third (3rd) floor of the Building and more particularly identified and described on the floor plan attached hereto as Exhibit A-1 (the "Third Floor Space");

        (ii)   approximately 20,076 rentable square feet of space located on the second (2nd) floor of the Building and more particularly identified and described on the floor plan attached hereto as Exhibit A-2 (the "Second Floor Space"); and

        (iii)  approximately 2,739 rentable square feet of space located on the first (1st) floor of the Building more particularly identified and described on the floor plan attached hereto as Exhibit A-3 (the "First Floor Space").

        (a)   Initial Term.    The term of this Sublease ("Term") shall commence on the date (the "Commencement Date") that is the later to occur of (x) October     2006 and (y) the date that Sublandlord delivers possession of the Subleased Premises to Subtenant and (z) the date upon which Sublandlord procures and delivers to Subtenant Landlord's consent to this Sublease (the "Consent"), and end on the date immediately preceding the expiration of the fifty-second (52nd) full calendar month following either (i) the Commencement Date, or (ii) if the Commencement Date is not the first day of a calendar month, the last day of the month in which the Commencement Date occurs (the "Expiration Date"), unless sooner terminated pursuant to any provision hereof. The date upon which Sublandlord procures and delivers the Consent to Subtenant shall be the "Effective Date" of this Sublease. Upon the determination of the Commencement Date, Sublandlord and Subtenant will enter into a letter agreement in the form of Exhibit B attached hereto.

        (b)   Early Access.    Subtenant and Subtenant's representatives shall have the right to enter the Subleased Premises from and after the Effective Date (the date upon which Subtenant first has such access to the Subleased Premises being referred to herein as the "Early Access Date") for the sole purposes of installation of Subtenant's initial Subtenant Improvements (defined in Section 16.2 below), all subject to the terms, conditions and requirements of the Master Lease. All of the rights and obligations of the parties under this Sublease (other than Subtenant's obligation to pay Base Rent and Subtenant's Percentage Share of Operating Costs, but expressly including without limitation, Subtenant's obligation to carry insurance pursuant to the Master Lease, and Subtenant's indemnification obligations, and/or liability for damages, reasonable costs and expenses incurred by Sublandlord by reason of any default by Subtenant or failure on Subtenant's part to comply with the terms of this Sublease) shall commence upon the Early Access Date, and Subtenant shall be deemed to occupy the Subleased Premises from and after the Early Access Date. Subtenant shall be liable for any damages to the Subleased Premises caused by Subtenant's activities at the Subleased Premises from and after the Early Access Date and, prior to entering the Subleased Premises, Subtenant shall obtain all insurance it is required to obtain hereunder, and shall provide certificates of such insurance to Sublandlord. Subtenant shall coordinate such entry with Sublandlord, and such entry shall be made in compliance with all terms and conditions of this Sublease, the Master Lease and the rules and regulations attached to the Master Lease.

        (a)   Grant of Option.    Sublandlord grants Subtenant one (1) option (the "Option to Extend") to extend the Term for one (I) additional period expiring as of December 31, 2014 (the "Option Term"), upon the same terms and conditions contained in this Sublease, except that (i) the Base Rent for the Subleased Premises shall be ninety-five percent (95%) of the Fair Market Rent (defined below) for the Subleased Premises as of the date of the commencement of the Option Term, determined in the manner set forth below, but in no event less than $1.85 per rentable square foot per month, (ii) Subtenant shall accept the Subleased Premises in an "as is" condition without any obligation of Sublandlord to make or pay for any repainting, remodeling, repair, improvement or alteration of the Subleased Premises, except to the extent that an improvement allowance is granted as a component of Fair Market Rent, and (iii) there shall be no further options to extend the Term.

        (b)   Exercise of Option.    Notice of Subtenant's exercise (the "Election Notice") of the Option to Extend must be given to Sublandlord in writing no later than nine (9) months prior to the Expiration Date. If Subtenant properly exercises the Option to Extend, references in this Sublease to the "Term" shall be deemed to include the Option Term unless the context clearly provides otherwise. Notwithstanding anything to the contrary contained herein, the Option to Extend shall automatically terminate without notice and shall be of no further force and effect, whether or not Subtenant has timely exercised the Option to Extend, if:

        (c)   Base Rent During Option Tern.

        (iii)  "Fair Market Rent" Defined.    As used herein, "Fair Market Rent" shall mean the actual "base rent" being paid by renewal subtenants for similar premises of comparable size and location in buildings similar in age and quality as the Subleased Premises in the San Mateo/Foster City vicinity (with appropriate adjustment for tenant improvements, economic concessions, brokerage fees, base years, etc.), taking into account amenities available at the Building in comparison with amenities available at comparison properties, but in no event less than the Base Rent rate payable by Subtenant during the final twelve (12) months of the initial Term (i.e., $1.85 per rentable square foot per month).

        4.1   Rent Payments.

*

If the Commencement Date is a date other than the first (1st) day of a calendar month, then the "first" month following the Commencement Date shall be the first full month after the month in which the Commencement Date occurs. For example, if the Commencement Date is January 15, 2007, for the purposes of this schedule, the first "month" following the Commencement Date will be February, 2007, and thus "months 1 - 12" in the above-referenced chart would expire as of January 31, 2008.

1001 Sunset Boulevard
Rocklin, CA 95765
Attn: Lease Administration

        (b)   Abatement.

        4.2   Operating Costs.

        (b)   Payment of Additional Rent.    In addition to the Base Rent payable pursuant to Section 4.1 above, from and after the expiration of the Rent Abatement Period, for each calendar year of the Term, subject to Section 4.1(b)(ii), Subtenant, as Additional Rent, shall pay Subtenant's Percentage Share of Operating Costs payable by Sublandlord for the then current calendar year. Sublandlord shall give Subtenant written notice of Sublandlord's estimate of the amount of Additional Rent per month payable pursuant to this Section 4.2(b) for each calendar year promptly following the Sublandlord's receipt of Landlord's estimate of the Operating Costs payable under the Master Lease. Thereafter, the Additional Rent payable pursuant to this Section 4.2(b) shall be determined and adjusted in accordance with the provisions of Section 4.2(c) below.

        (c)   Procedure.    The determination and adjustment of Additional Rent payable hereunder shall be made in accordance with the following procedures:

        (d)   Year End Reconciliation.    After the receipt by Sublandlord of a final statement of Operating Costs from Landlord with respect to each calendar year, Sublandlord shall deliver to Subtenant a statement ("Sublandlord's Statement") of the adjustment to be made pursuant to Section 4.2 for the calendar year just ended, together with a copy of any corresponding statement received by Sublandlord from Landlord. If, on the basis of such Sublandlord's Statement, Subtenant owes an amount that is less than the estimated payments actually made by Subtenant for the calendar year just ended. Sublandlord shall credit such excess to the next payment of Rent coining due or, if the term of this Sublease is about to expire or has expired, promptly refund such

excess to Subtenant. If, on the basis of such Sublandlord's Statement, Subtenant owes an amount that is more than the estimated payments for the calendar year just ended previously made by Subtenant, Subtenant shall pay the deficiency to Sublandlord within thirty (30) days after delivery of the statement from Sublandlord to Subtenant.

        (e)   Audit Right.

        (f)    Survival.    The expiration or earlier termination of this Sublease shall not affect the obligations of Sublandlord and Subtenant pursuant to Subsections 4.2(d) and (e), and such obligations shall survive, remain to be performed after, any expiration or earlier termination of this Sublease; subject to the terms of said Subsections.

        (g)   Adjustment for Subtenants' Consumption of Excess Electricity.    If Sublandlord determines that any of its subtenants in the Building (including Subtenant) is consuming electricity in their respective subleased premises at a rate materially in excess of the average rate of electrical consumption of Sublandlord's other subtenants in the Building, as reasonably determined by Sublandlord, Sublandlord will use reasonable efforts to enforce the provisions of Section 15.B of the Original Master Lease (as incorporated into this Sublease and the subleases of such other subtenants) to allow Sublandlord to separately meter the electrical consumption of subtenants consuming excess electricity and to charge said subtenants on a direct basis for their excess electricity usage with an appropriate adjustment in Additional Rent payable by other subtenants, including Subtenant.

        (a)   Generally.    On or before the date that is ten (10) business days following procurement of the Consent, Subtenant shall deposit with Sublandlord the sum of $495,000.00 (the "Security Deposit"). The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all the provisions of this Sublease to be performed or observed by Subtenant. If Subtenant fails to pay rent or other sums due hereunder, or otherwise defaults with respect to any provisions of this Sublease, and such failure or default is not cured within the applicable notice and cure period, Sublandlord may use, apply or retain all or any portion of the Security Deposit for the payment of any rent or other sum in default, to repair or maintain the Subleased Premises, to perform any other terms, covenants, or conditions contained in this Sublease, or to compensate Sublandlord for any loss or damage which Sublandlord may suffer thereby. If Sublandlord so uses or applies all or any portion of the Security Deposit, Subtenant shall within ten (10) days after demand therefor deposit cash with Sublandlord in an amount sufficient to restore the Security Deposit to the full amount thereof and Subtenant's failure to do so shall be a material breach of this Sublease. Sublandlord shall not be required to keep the Security Deposit separate from its general accounts. The Security Deposit, or so much thereof as has not theretofore been applied by Sublandlord, shall be returned, without interest, to Subtenant (or, at Sublandlord's option, to the last assignee, if any, of Subtenant's interest hereunder) within thirty (30) days following the later to occur of (x) the expiration or termination of the Term, and (y) Subtenant's vacation of the Subleased Premises. No trust relationship is created herein between Sublandlord and Subtenant with respect to the Security Deposit. Sublandlord will not be required to keep the Security Deposit separate from its other accounts.

        (b)   Letter of Credit.    Subtenant may elect to deliver the Security Deposit in the form of an unconditional, irrevocable, transferable standby letter of credit (the "Initial Letter of Credit") in the form attached hereto as Exhibit D in the amount of $495,000.00 and issued by Silicon Valley Bank or other financial institution reasonably acceptable to Sublandlord (such financial or banking institution must have a credit rating of "AA" or better from both Moody's and Standard and Poor's). Sublandlord may draw upon the Initial Letter of Credit or any Replacement Letter of Credit (as that term is defined below) on or after the occurrence of either: (i) an uncured event of default under this Sublease (after notice and the passage of the applicable cure period); or (ii) any failure by Subtenant to deliver to Sublandlord a Replacement Letter of Credit as and when required pursuant to this Section 5; provided that in the event of (i), Sublandlord may, at Sublandlord's sole option, draw upon a portion of the face amount of the Initial Letter of Credit or any Replacement Letter of Credit, as applicable, as required to compensate Sublandlord for damages incurred (with subsequent demands at Sublandlord's sole election as Sublandlord incurs further damage).

        (c)   Reduction.    Notwithstanding the foregoing provisions of this Section 5 to the contrary, if, at any time during the Term, the Reduction Conditions (defined below) occur, then, upon written request by Subtenant, Sublandlord will agree to reduce the Security Deposit to the sum of $200,000.00. If the Security Deposit is then held in cash, such reduction shall be accomplished by Sublandlord returning to Subtenant any excess Security Deposit held by Sublandlord; if, instead, Subtenant has deposited a Letter of Credit with Sublandlord, such reduction may be accomplished by either (i) an amendment to the then-existing Letter of Credit reducing the face amount thereof or (ii) Subtenant procuring a replacement Letter of Credit in the amount of $200,000.00, and delivering the same to Sublandlord, following which Sublandlord shall return the Letter of Credit then held by Sublandlord to Subtenant. As used herein, the Reduction Conditions shall mean the following: (i) Subtenant is not then in default hereunder (beyond the giving of applicable notice and the passage of applicable grace periods) as of the date of Subtenant's initial request that the Security Deposit be reduced and (ii) Subtenant shall have demonstrated to Sublandlord's reasonable satisfaction that Subtenant has had Positive Cash Flow (described below) for the most recent four (4) consecutive calendar quarters. Subtenant shall be deemed to have a "Positive Cash Flow" during a calendar quarter if the Gross Revenues (described below) of Subtenant for that calendar quarter exceed Subtenant's expenses (including, without limitation, all taxes, interest, bonuses and other compensation, dividends or other distributions to Subtenant's shareholders, and repayment of loans) for that calendar quarter. "Gross Revenues" of Subtenant for a calendar quarter means all revenues received by Subtenant in that quarter, excluding (a) capital

contributions to Subtenant from its shareholders, (b) proceeds of any sale of securities or debt instruments by Subtenant, (c) amounts borrowed by Subtenant, including any amounts borrowed from any affiliate, and (d) proceeds of any sale of all or part of the assets of Subtenant other than in the ordinary course of Subtenant's business. Subtenant's Positive Cash Flow shall be determined in accordance with Subtenant's historical accounting practices, consistently applied.

        (a)   Generally.    Subject to any sublease or options (whether characterized as expansion option, rights of first refusal, rights of first offer, or otherwise) of the subtenant of the fourth floor of the Building as of the date of this Sublease ("Wageworks"), in existence as of the date of this Sublease, Subtenant shall have the option (the "Expansion Option") to lease all or (subject to the provisions set forth below regarding the procurement of Sublandlord's consent) a portion of the area located on the second (2nd) floor of the Building and shown cross-hatched on Exhibit A-4 to this Sublease (the "Expansion Area") if:

        (b)   Rent.

Subtenant will deliver such increased portion of the Security Deposit prior to Subtenant's occupancy of the Expansion Space (but Subtenant's failure to timely deliver such increased portion of the Security Deposit will not postpone the commencement of Subtenant's obligation to pay Base Rent for the Expansion Space). Any such additional Security Deposit will be subject to reduction to an amount equal to forty percent (40%) of the initial additional Security Deposit amount as, when and if the initial Security Deposit is reduced pursuant to Section 5(c) above.

        (c)   Term.    The term for the Expansion Space shall commence on the later to occur of (i) a date set forth in Subtenant's Expansion Notice, which date cannot be more than thirty (30) days following the date of delivery of Subtenant's Expansion Notice, and (ii) the date that Sublandlord delivers possession of the Expansion Space to Subtenant for the purpose of Subtenant constructing Subtenant Improvements (defined in Section 16 below) therein, which date cannot be more than thirty (30) days following the date set forth in Subtenant's Expansion Notice. From and after the commencement of the term for the Expansion Space, the Expansion Space shall be considered a part of the Subleased Premises, subject to all the terms and conditions of this Sublease.

        (d)   Acceptance.

        (e)   Expansion Amendment.    If Subtenant is entitled to and properly exercises the Expansion Option, Sublandlord shall prepare an amendment (the "Expansion Amendment") to reflect the commencement date of the term for the Expansion Space and the changes in Base Rent, rentable area of the Subleased Premises, Subtenant's Percentage Share, the improvement allowance and Rent abatement described in Section 6(d) above, if applicable and other appropriate terms. A copy of the Expansion Amendment conforming to the terms of this Section 6 shall be (i) sent to Subtenant within a reasonable time after receipt of the Expansion Notice (not to exceed thirty (30) days, and (ii) executed by Subtenant and Sublandlord within thirty (30) days thereafter. However, if Subtenant has delivered an Expansion Notice, Subtenant will be irrevocably bound to lease the Expansion Space from Sublandlord on the terms set forth herein regardless of whether Subtenant or Sublandlord timely execute and deliver an Expansion Amendment.

        (f)    Offer Notice.    Notwithstanding the foregoing provisions of this Section 6 to the contrary, if at any time prior to Subtenant's delivery to Sublandlord of an Expansion Notice, Sublandlord receives an offer from a third party to sublease all or any portion of the Expansion Space, Sublandlord shall give written notice to Subtenant ("Offer Notice") of such event, specifying in such Offer Notice whether all or a portion of the Expansion Space is covered by such offer. In such event, Subtenant shall have five (5) business days following delivery of such Offer Notice in which to deliver an Expansion Notice to Sublandlord, thereby exercising Expansion Option with respect to the Expansion Space (or, at Subtenant's option, such portion of the Expansion Space that is the subject of the offer). If Subtenant fails to timely deliver an Expansion Notice following Sublandlord's delivery to Subtenant of an Offer Notice, Sublandlord shall be free to sublease the applicable portion of the Expansion Space to such third party, upon such terms and conditions as Sublandlord may deem appropriate, and the Expansion Option shall thereafter be null and void and of no further force and effect with respect to such portion of the Expansion Space; provided that if the Offer Notice covers only a portion of the Expansion Space, then Subtenant will continue to have the Expansion Option with respect to the remainder of the Expansion Space, subject to Sublandlord's right to deliver an Offer Notice to Subtenant with respect to such space in accordance with the provisions of this Section 6(0.

        7.1   Use.    The Subleased Premises shall be used and occupied only for general office use, and for no other use or purpose.

        7.2   Compliance with Master Lease.    Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease and each party agrees that it will not do or omit to do or permit any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, or render Sublandlord or Subtenant liable for any damage, charge or expense thereunder. Except as otherwise expressly provided herein, Sublandlord

will perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Subleased Premises and which are not otherwise to be performed hereunder by Subtenant on behalf of Sublandlord. Each party further covenants and agrees to indemnify the other party against and hold the other harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, such party's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay Landlord arising out of a request by Subtenant for, or use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges). Sublandlord shall not amend or modify the Master Lease in any manner that would increase Subtenant's obligations (other than in a de minimis manner, such as adding additional notice recipients) or adversely affect Subtenant's rights under this Sublease without the consent of Subtenant, which may be granted or withheld in Subtenant's sole discretion. Nothing set forth in this Sublease will preclude Sublandlord from exercising any rights under the Master Lease to terminate the Master Lease in the event of casualty or condemnation.

        7.3   Landlord's Obligations.    Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease and Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation of Landlord under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air -conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease except as otherwise provided herein, or (ii) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may be necessary, under the circumstances, to secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord. Notwithstanding the foregoing provisions of clause (i) above, if an Essential Services Interruption Event (as said term is defined in Section 15.B of the Original Master Lease) occurs which is due to the act or omission of Sublandlord, and Subtenant is prevented from using, and does not use, an Affected Area (as said term is defined in Section 15.B of the Original Master Lease) as a result of such Essential Services Interruption event for a period in excess of the Eligibility Period (as said term is defined in Section 15.B of the Original Master Lease), the Rent payable under this Sublease shall be abated after the expiration of the Eligibility Period for such time that Subtenant continues to be prevented from using, and does not use, the Affected Area in the proportion that the rentable area of the Affected Area bears to the total rentable area of the Subleased Premises.

        8.1   Subject to Master Lease.    This Sublease is and shall be at all times subject and subordinate to the Master Lease. Subtenant acknowledges that Subtenant has reviewed and is familiar with all of the terms, agreements, covenants and conditions of the Master Lease. Additionally, Subtenant's rights under this Sublease shall be subject to the terms of the Consent. During the Term and for all periods subsequent thereto with respect to obligations which have arisen prior to the termination of this Sublease, Subtenant agrees to perform and comply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlord under the Master Lease

which pertain to the Subleased Premises and/or this Sublease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease document shall control over the Master Lease.

        8.2   Representations.    Sublandlord represents and warrants to Subtenant that (a) Sublandlord has delivered to Subtenant a full and complete copy of the Master Lease and all other agreements between Landlord and Sublandlord relating to the leasing, use and occupancy of the Premises, (b) the Master Lease is, as of the date hereof, in full force and effect, and (c) no event of default has occurred under the Master Lease and, to Sublandlord's knowledge, no event has occurred and is continuing which would constitute an event of default but for the requirement of giving notice and/or the expiration of the period of time to cure.

        8.3   Incorporation of Terms of Master Lease.    The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word "Landlord" is used it shall be deemed to mean Sublandlord and wherever in the Master Lease the word "Tenant" is used it shall be deemed to mean Subtenant. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease (a) of access or inspection, (b) to do work in the Master Lease Premises or in the Building, (c) in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease.

        8.4   Modifications.    For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications:

        8.5   Exclusions.    Notwithstanding the' terms of Section 8.2 above, Subtenant shall have no rights nor obligations under the following parts, Sections and Exhibits of the Master Lease:

        8.6   Additional Modifications.    Notwithstanding the terms of Section 8.2 above, the following provisions of the Master Lease are modified as described below for the purpose of their incorporation into this Sublease:

        (g)   With respect to Article 37 of the Original Master Lease, the reference in the first (1st) sentence to the "Basic Lease Information" shall be deemed a reference to Section 18 below.

        (h)   With respect to Exhibit C to the Original Master Lease, the parties acknowledge that Section 16 below generally governs Sublandlord's approval of Subtenant's initial improvement of the Subleased Premises and the disbursement of the Allowance (as defined in Section 16 below) therefor. However, as this Sublease is subject and subordinate to the Master Lease, Subtenant will nonetheless be additionally required to (i) construct its improvements in the Subleased Premises in accordance with the specifications included in Schedule 2 and Schedule 3 attached as Exhibit C to the Original Master Lease, to the extent applicable to the Subleased Premises, (ii) if requested by Landlord, comply with the provisions of Sections 5.2 and 5.3 of Exhibit C to the Original Master Lease, (iii) procure Landlord's approval of plans and specifications, contractors and subcontractors in accordance with the provisions of Exhibit C to the Original Master Lease and (iv) comply with the provisions of Sections 6.4 and 8.2 of Exhibit C to the Original Master Lease.

        16.1 Generally.    Except as expressly provided in this Sublease, Sublandlord shall deliver, and Subtenant shall accept, possession of the Subleased Premises in their "AS IS" condition as the Subleased Premises exists on the Commencement Date. Sublandlord shall have no obligation to furnish, render or supply any work, labor, services, materials, furniture, fixtures, equipment, decorations or other items to make the Subleased Premises ready or suitable for Subtenant's occupancy; except that Sublandlord will, at Sublandlord's expense, construct the improvements described in the Work Agreement attached hereto as Exhibit C (the "Sublandlord Work") no later than January I, 2007 (a "Target Completion Date"); additionally, if Subtenant exercises the

Expansion Option, Sublandlord will perform the work described in Exhibit C attached hereto as the "Second Floor Sublandlord Work" in the Expansion Space prior to the scheduled date of delivery of the Expansion Space, described in Section 6(c) above (a "Target Completion Date"). In the event that Sublandlord shall have failed to complete the Sublandlord Work by the relevant Target Completion Date, and provided that such failure (x) is not caused by acts or omissions of Subtenant or Subtenant's employees, contractors, agents or representatives and (y) prevents Subtenant from carrying out the Subtenant Improvements or occupying the relevant space, effective upon completion of the Sublandlord Work, the Rent payable on the applicable Subleased Premises, or the Expansion Space, as applicable, shall be abated one day for each day of delay in completion of construction of the Sublandlord Work beyond the relevant Target Completion Date. Subtenant acknowledges that Sublandlord will be performing the Sublandlord Work concurrently with Subtenant's performance of Subtenant's initial Subtenant Improvements. The parties agree to cooperate in good faith to coordinate the concurrent performance of the Sublandlord Work and the initial Subtenant Improvements so as to avoid any interference of either party's work. In making and executing this Sublease. Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not relied on any representation or warranty concerning the Subleased Premises or the Building, except as expressly set forth in this Sublease. Subtenant acknowledges that Sublandlord has afforded Subtenant the opportunity for full and complete investigations, examinations and inspections of the Subleased Premises and the common areas of the Building. Subtenant acknowledges that it is not authorized to make or do any alterations or improvements in or to the Subleased Premises except as permitted by the provisions of this Sublease and the Master Lease. Except as described in Section 16.2(a) below, Subtenant shall not be required to remove, upon termination of the Term, any of the Sublandlord Work, Subtenant Improvements, telecommunications or data cabling, unless required by Landlord pursuant to the terms of the Master Lease.

        16.2   Subtenant's Improvements.

electrical, plumbing, lighting, paint, carpet, etc.] in order for Sublandlord to calculate associated costs on a "per rentable square foot" basis). Following Sublandlord's approval of the foregoing, Subtenant will submit to Sublandlord for Sublandlord's review and approval all change orders to such construction contract which materially change the scope of work under such construction contract. Subtenant expressly acknowledges that Sublandlord will withhold consent to (x) any build-out plan which does not include the construction of Subtenant Improvements to a first-class level (described below), in all of the Subleased Premises (i.e., Subtenant will not be permitted to "warehouse" a portion of the Subleased Premises or otherwise leave any portion of the Subleased Premises unimproved or under-improved) or (y) any scope of work in Subtenant's construction contract which does not describe the build-out of the entire Subleased Premises on a first-class level (including, without limitation, the following: the Subleased Premises shall have been improved with a drop ceiling, all necessary HVAC ductwork and systems will be operational, all improvements will be completed to the extent necessary to comply with Title 24 requirements and the Americans with Disabilities Act, and all surfaces shall be finished appropriately for similar first-class space in the vicinity of the Building (i.e., sheetrock taped, sanded and painted or otherwise covered, carpet or appropriate floor covering installed), or (z) any change order which Subtenant proposes which, in Sublandlord's good faith opinion, reduces the scope of the initial Subtenant Improvements such that less than the entire Subleased Premises is built out to a first-class level. If Sublandlord so disapproves such a change order, Subtenant will not enter into such change order and the construction of the Subtenant Improvements will be carried out without the revisions in scope described in such change order. If Sublandlord reasonably determines that Subtenant has violated the provisions of the immediately preceding sentence or otherwise reduced the scope of the initial Subtenant Improvements such that the entire Subleased Premises will not be built out at a first class level, then in addition to any other rights which may be available to Sublandlord, Sublandlord will have the right to stop disbursement of the Allowance until such violation is cured or Subtenant otherwise demonstrates to Sublandlord that the scope of Subtenant's work has not been so diminished.

        (ii)   Sublandlord will approve or disapprove Subtenant's proposed plans for the initial Subtenant improvements within ten (10) business days following receipt of same. If Sublandlord fails to respond to Subtenant's request for approval of Subtenant's plans in writing within seven (7) business days after delivery of Subtenant's request, Subtenant may send a second notice to Sublandlord, which notice must contain the following disclaimer in bold face, capitalized type: "NOTICE—SECOND REQUEST FOR CONSENT PURSUANT TO SECTION 16.2 OF SUBLEASE—FAILURE TO TIMELY RESPOND MAY RESULT IN DEEMED APPROVAL OF ALTERATIONS." If Sublandlord fails to respond in writing within three (3) business days after delivery of such second notice, the plans shall be deemed approved by Sublandlord (but shall still be subject to the approval of Landlord).

        (iii)  Subtenant expressly acknowledges that Landlord or Sublandlord may require Subtenant to remove some or all of the Subtenant Improvements at the expiration or sooner termination of the Term and Subtenant shall be notified of such obligation in accordance with Section 12.D of the Original Master Lease; notwithstanding the foregoing, if Landlord does not require the removal of a specific Subtenant Improvement, Sublandlord will not require the removal of such Subtenant Improvement, unless (i) Subtenant does not exercise its Option to Extend, and (ii) in Sublandlord's good faith determination, such Subtenant Improvement is not typical for a normal class "A" office build-out (by way of example, but not by way of limitation, such Subtenant Improvement features an oversized data center, cafeteria, fitness center, or specialized improvements which are not amenable to reuse or re-lease by future occupants). Promptly following the completion of any Subtenant Improvements or subsequent alterations or additions by or on behalf of Subtenant, Subtenant will deliver to Sublandlord a reproducible copy of "as built" drawings of such work together with a CAD file of the "as-built" drawings in the then-current version of AutoCad. All further alterations to the Subleased Premises by Subtenant shall comply with the terms of Section 12 of the Original Master Lease, subject to Section 8.6(iii) of this Sublease.

        (c)   Landlord's Review.    Subtenant acknowledges that Landlord will have the right to review and approve all plans for Subtenant Improvements in accordance with the provisions of the Master Lease, and while Sublandlord will reasonably assist Subtenant in the procurement of such approval, Subtenant will use diligent efforts to provide Landlord with all information requested by Landlord in an effort to assist Landlord in evaluating and approving the Subtenant Improvements.

        (d)   Code-Required Work.    Sublandlord shall pay all cost incurred due to any condition in the elevator lobbies, common corridors and restrooms within the Master Lease Premises, a well as the restrooms located in the Third Floor Space, which does not comply with applicable laws on the Commencement Date, even if the requirement that such work be performed is triggered by any Subtenant Improvements. Except as provided above, if the performance of any work by Subtenant "triggers" a requirement for code-related upgrades to or improvements of any portion of the Building, Subtenant shall be responsible for the cost of such code-required upgrade or improvements to the Building.

        (e)   Allowance.

        (f)    MPOE.    The Building's Main Point of Entry ("MPOE") is located in the garage of Building. As part of the Subtenant Improvements, Subtenant shall install a connection between the Subleased Premises to the MPOE through the communications riser room; the location of Subtenant's connection shall be subject to the prior written approval of Sublandlord, which shall not be unreasonably withheld, conditioned or delayed and the prior written consent of Landlord.

        (g)   Building Management Systems.    In the design of all Subtenant Improvements, Subtenant will install "Automatic Controls" for all Building management system programming and communications. Sublandlord will provide Subtenant with appropriate specifications.

        (h)   Access Control.    As part of Subtenant's initial Subtenant Improvements, Subtenant shall have the right to install a controlled access system (i.e., a card key system) governing access to the Subleased Premises, subject to the review and approval of both Sublandlord and Landlord.

        (i)    Construction Administration Fee.    Notwithstanding the provisions of Section 12.B the Master Lease, Sublandlord shall not charge Subtenant any administration or construction management fee in connection with Subtenant's construction of the initial Subtenant Improvements

in either the Subleased Premises described in recital B or in the Expansion Space. Subtenant shall pay or reimburse Sublandlord for any administration or construction management fee charged by Master Landlord on account of the Subtenant Improvements up to an amount equal to 3.5% of the cost of the initial Subtenant Improvements: pursuant to the Master Lease, subsequent alterations carried out by Subtenant entitle Landlord to charge a fee equal to five percent (5%) of the subsequent Subtenant Improvements, which will be payable by Subtenant. If Landlord requires the reimbursement of other professional fees or costs associated with Subtenant's initial Subtenant Improvements, Sublandlord will bear such fees and costs; this provision will not apply to reimbursable costs applicable to subsequent improvements constructed by or on behalf of Subtenant.

Oracle USA, Inc.
c/o Oracle Corporation
1001 Sunset Boulevard
Rocklin, California 95765
Attn: Lease Administration

Oracle USA, Inc.
c/o Oracle Corporation
500 Oracle Parkway
Box 50P7
Redwood Shores, California 94065
Attn: Legal Department

Epocrates, Inc.
1800 Gateway Drive, Suite 300
San Mateo, California
94404 Attn: John Owens, V.P.

Epocrates, Inc.
110 Park Place, Suite 300
San Mateo, CA 94403
Attn: VP Human Resources

Cooley Godward Kronish LLP
101 California Street, 5th Floor
San Francisco, CA 94111
Attn: Anna B. Pope, Esq.

        (a)    First Floor Sublandlord Work.    The following work shall be performed by Sublandlord in the First Floor Space ("First Floor Sublandlord Work") following execution of this Sublease:

        (b)    Second Floor Sublandlord Work.    The following work will be performed in the Second Floor Space (the "Second Floor Sublandlord Work"):

        (c)    Third Floor.    The third floor elevator lobby will be improved by Subtenant using the Lobby Allowance. Other than Sublandlord's provision of the Third Floor Lobby Allowance, the Third Floor Space shall be accepted in its "as is" condition.

        (d)    Bicycle Storage.    Sublandlord will provide a 144 square foot bicycle storage area in the underground garage serving the Building, subject to Landlord's approval (such work shall be at Subtenant's sole cost and expense, which may be deducted from the Allowance).

AMOUNT: US$495,000.00 (FOUR HUNDRED NINETY-FIVE THOUSAND AND NO/100 U.S. DOLLARS)

1.

THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT (S). IF ANY.

2.

YOUR SIGHT DRAFT DRAWN ON US IN THE FORM ATTACHED HERETO AS EXHIBIT "A".

3.

A DATED CERTIFICATION PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE BENEFICIARY, FOLLOWED BY HIS/HER PRINTED NAME AND DESIGNATED TITLE, STATING EITHER OF THE FOLLOWING:

A)

"SUBTENANT IS IN DEFAULT UNDER THE SUBLEASE BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD (EXCEPT IN THE CASE WHEN SUBTENANT IS THE SUBJECT OF A BANKRUPTCY ACTION) AND THAT SUBLANDLORD IS ENTITLED TO DRAW DOWN ON THE LETTER OF CREDIT."

B)

"WE HEREBY CERTIFY THAT WE HAVE RECEIVED NOTICE FROM SILICON VALLEY BANK THAT IRREVOCABLE STANDBY LETTER OF CREDIT NO.

SVBSF                        WILL NOT BE EXTENDED, AND THAT WE HAVE NOT RECEIVED A REPLACEMENT OF THIS LETTER OF CREDIT FROM EPOCRATES, INC. SATISFACTORY TO US AT LEAST THIRTY (30) DAYS PRIOR TO THE EXPIRATION DATE OF THIS LETTER OF CREDIT."

NOTE: BENEFICIARY SHOULD ENDORSE THE BACK OF THE SIGHT DRAFT OR BILL OF EXCHANGE AS YOU WOULD A CHECK.

1.

The Commencement Date is December 14, 2006;

2.

The Expiration Date is April 30, 2011.

        (a)   release or discharge Tenant from any liability, whether past, present or future, under the Lease;

        (b)   operate as a consent or approval by Landlord to or of any of the terms, covenants, conditions or provisions of the Sublease, and Landlord shall not be bound thereby;

        (c)   be construed to modify, waive or affect any of the terms, covenants, conditions or provisions of the Lease, or to waive any breach thereof, or any of Landlord's rights thereunder, or to enlarge or increase Landlord's obligations thereunder;

        (d)   be construed as a consent by Landlord to any further subletting either by Tenant or by Subtenant or to any assignment by Tenant of the Lease or an assignment by Subtenant of the Sublease, whether or not the Sublease purports to permit the same and, without limiting the generality of the foregoing, both Tenant and Subtenant agree that Subtenant has no right whatsoever to sell, assign, transfer or hypothecate the Sublease nor to sublet any portion of the Subleased Premises or permit any of the Subleased Premises to be used or occupied by any other party without the prior written consent of Landlord, which will be granted or withheld in accordance with the provisions of the Lease; or

        (e)   be construed to include consent to the assignment or transferring of any lease options or rights that are by the express provisions of the Lease not assignable or transferable to a subtenant under a sublease requiring the consent of Landlord.

        2.1    Consideration for Sublease.    Tenant and Subtenant represent and warrant that there are no additional payments of rent or any other consideration of any type payable by Subtenant to Tenant with regard to the Sublet Premises other than as disclosed in the Sublease, as amended by the Second Amendment.

        2.2    Brokerage Commission.    Tenant and Subtenant covenant and agree that under no circumstances shall Landlord be liable for any brokerage commission or other charge or expense in connection with the Sublease, as amended by the Second Amendment, and Tenant and Subtenant agree to protect, defend, indemnify and hold Landlord harmless from the same and from any cost or expense (including but not limited to attorneys' fees) incurred by Landlord in resisting any claim for any such brokerage commission.

        2.3    Controlling Law.    The terms and provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of California.

        2.4    Binding Effect.    This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors and assigns. As used herein, the singular number includes the plural and the masculine gender includes the feminine and neuter.

        2.5    Captions.    The paragraph captions utilized herein are in no way intended to interpret or limit the terms and conditions hereof; rather, they are intended for purposes of convenience only.

        2.6    Partial Invalidity.    If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent possible permitted by law.

        2.7    Attorneys' Fees.    If either party commences litigation against the other for the specific performance of this Agreement, for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree to and hereby do waive any right to a trial by jury and, in the event of any such commencement of litigation, the prevailing party shall be entitled to recover from the other party such costs and reasonable attorneys' fees as may have been incurred.

        2.8    Counterparts.    This Agreement may be executed in counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute one and the same instrument.

        (a)    Generally.    Effective (retroactively) as of December 1, 2009 (the "Rent Adjustment Date"), notwithstanding anything to the contrary formerly contained in the Sublease, the schedule of Base Rent payable with respect to the Subleased Premises from December 1, 2009 through the remainder of the Extended Term shall be as follows:

        (b)    Abatement.    Effective as of the Second Amendment Effective Date, the Rent Abatement Period (defined in Section 4.1(b) of the Original Sublease) will also be deemed to include the calendar month of December, 2009, as well as the calendar months of November and December, 2014, and the total amount of Rent (i.e., Base Rent and Operating Costs (including Property Taxes)) abated during such additional portion of the Rent Abatement Period shall also be included in the definition of "Abated Rent".

        (c)    Base Rent Credit.    Subtenant has paid Base Rent under the Sublease pursuant to the schedule contained in Section 4.1(a) of the Original Sublease, for the calendar months of December, 2009, January, 2010, February, 2010 and March, 2010 and, as a result of the adjustment in Base Rent payable under the Sublease pursuant to the schedule set forth in Section 2(a) above, Subtenant is entitled to a credit in the amount of $145,128.20; such credit shall be applied to Subtenant's obligation to pay Base Rent under the Sublease (as amended by this Second Amendment), commencing as of the calendar month of April, 2010.

        (d)    Operating Costs Credit.    Subtenant previously paid Operating Costs for the month of December, 2009, in the amount of $102,245.80 and, as a result of the abatement of Operating Costs (including Property Taxes) for the calendar month of December, 2009, described in Section 2(b) above, Subtenant is entitled to a credit in the amount of $102,245.80; such credit shall be applied to Subtenant's obligation to pay Rent commencing as of the calendar month April, 2010.

        (a)    Property Taxes Cap.    From and after the Rent Adjustment Date, for the purposes of calculating Subtenant's Percentage Share of Operating Costs, the component of Operating Costs comprised of the secured real estate tax portion of Taxes described in Section 7.A(1) of the Master Lease (as defined in Recital A of the Original Sublease ("Secured Property Taxes") will not exceed $0.33 per rentable square foot per month (the "Tax Cap"), and any Secured Property Taxes in excess of the Tax Cap will be borne by Sublandlord.

        (b)    Credit.    Subtenant has paid Operating Cost payments for the calendar months of January, 2010, February, 2010 and March, 2010 based on a calculation which included a component of $.63 per rentable square foot per month for each of the months of January, February and March, 2010, and as a consequence of the imposition of the Tax Cap effective as of the Rent Adjustment Date pursuant to this Section 3(b), Subtenant is entitled to a credit in the amount of the aggregate overpayment of the Taxes component of Operating Costs for such months equal to $53,992.20, which credit shall be applied towards Subtenant's obligation to pay Rent commencing as of the calendar month of April, 2010.

        (c)    Appeal.    If and to the extent that, as a result of an appeal of Secured Property Taxes by Sublandlord or Landlord, the Secured Property Taxes described in Section 7.A(I) of the Original Lease (i) attributable to any period prior to the Rent Adjustment Date are retroactively reduced and/or (ii) attributable to any period from and after the Rent Adjustment Date are reduced below the Tax Cap, then Subtenant shall be entitled to an equitable credit against Rent payable hereunder equal to the aggregate amount of Subtenant's Percentage Share of such reduction.

        (d)    Estimated Rent—Rent Adjustment through December 31, 2010.    As a result of the adjustment in the Base Rent payable under the Sublease, as well as the application of Tax Cap, the estimated aggregate Rent (i.e., Base Rent, Property Taxes and Operating Costs) payable by Subtenant during the period commencing as of December 1, 2009 and expiring as of December 31,

2010 (and incorporating the provisions of Section 2(b) above with respect to abated Rent during the calendar month of December, 2009), is as follows:

        (a)    Right of First Offer.    Immediately after the Second Amendment Effective Date, Subtenant shall have an ongoing right of first offer (the "Right of First Offer") with respect to (i) 16,371 rentable square feet of space located on the second (2nd) floor of the Building and designated as Suite 250, and more particularly described in Exhibit A-1 attached hereto, and (ii) 12,204 rentable square feet of space located on the first (1st) floor of the Building, designated as Suite 100, and more particularly described in Exhibit A-2 attached hereto, and (iii) 36,020 rentable square feet of space located on the fourth (4th) floor of the Building and designated as Suite 400, and more particularly described in Exhibit A-3 attached hereto (each, an "Offering Space"). if such space becomes Available for Sublease (described below). Offering Space shall be deemed to be "Available for Sublease" when Sublandlord has determined that the current occupant of such space will not extend or renew the term of its sublease for the Offering Space or that its sublease for the Offering Space will otherwise terminate prior to the scheduled expiration date of same. After Sublandlord has determined that a particular Offering Space is Available for Sublease (but prior to subleasing such Offering Space to a third party), Sublandlord shall advise Subtenant (the "Advice") of the terms, including Base Rent, etc. (subject to the provision of Section 6(b) below), under which Sublandlord is prepared to sublease the Offering Space to Subtenant for the remainder of the Extended Term on an "as-is" basis. Sublandlord, upon request

of Subtenant, shall promptly meet and confer with Subtenant regarding the terms upon which Sublandlord would be willing to sublease the Offering Space to Subtenant, provided that Sublandlord's agreement to meet with Subtenant will not obligate Sublandlord to agree to any changes for the terms set forth in any Advice. Subtenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Sublandlord ("Offering Space Notice of Exercise") within ten (10) business days after Sublandlord's delivery of the Advice, except that Subtenant shall have no such Right of First Offer and Sublandlord need not provide Subtenant with an Advice, if:

        (b)    Terms.    

        (c)    Failure to Exercise; Expiration.    The rights of Subtenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) with respect to any portion of the Offering Space pursuant to which Sublandlord delivers an Advice, Subtenant's failure to exercise its Right of First Offer within the ten (10) business day period provided in Section 6(a) above, and (ii) the date Sublandlord would have provided Subtenant an Advice if Subtenant had not been in violation of one or more of the conditions set forth in Section 6(a) above.

        (d)    Offering Amendment.    If Subtenant timely exercises the Right of First Offer, Sublandlord shall prepare an amendment (the "Offering Amendment") adding the Offering Space to the Subleased Premises on the terms set forth in the Advice, (as amended in accordance with the parties' agreement, if any, reached subsequent to the issuance of the Advice) and reflecting the changes in the Base Rent, rentable area of the Subleased Premises, Subtenant's Percentage Share and other appropriate terms. A copy of the Offering Amendment shall be (i) sent to Subtenant within a reasonable time after Sublandlord's receipt of Subtenant's Offering Space Notice of Exercise, and (ii) executed by Subtenant and returned to Sublandlord within thirty (30) days thereafter. Notwithstanding the foregoing, regardless of whether Subtenant executes the Offering Amendment, Subtenant shall be irrevocably bound to lease the Offering Space upon the terms and conditions of an applicable Advice, (as amended in accordance with the parties' agreement, if any, reached subsequent to the issuance of the Advice) if Subtenant exercises the Right of First Offer.

        (e)    Subordination.    Notwithstanding anything herein to the contrary, the Right of First Offer is subject and subordinate to the expansion rights (whether such rights are designated as a right or first offer, right of first refusal, expansion option or otherwise) of Wageworks, Inc., of the Building whose rights were granted prior to the Second Amendment Effective Date.

"Notwithstanding the foregoing provisions of this Section 11 or any other provision of this Sublease to the contrary, if Sublandlord is exercising its remedies due solely to a Default described in Section 26.A(2) and Section 26.A(3) of the Original Master Lease (a "Limited Remedy Event of Default"), the aggregate amount Subtenant shall be required to pay to Sublandlord from and after the date of the occurrence of such Limited Remedy Event of Default (the "Default Occurrence Date") shall be limited to the sum of:

          (i)  the present value, as of the Default Occurrence Date, discounted at the discount rate of the Federal Reserve Bank of San Francisco at the time of Default Occurrence Date, plus one percent (1%), of all Base Rent for the unexpired portion (after the Default Occurrence Date) of the initial Term and Extended Term as if this Sublease had not expired or been terminated;

         (ii)  any amounts of Additional Rent which are due and payable or have accrued under this Sublease through the Default Occurrence Date; and

        (iii)  any amounts of Additional Rent which are due and payable or have accrued under this Sublease after the Default Occurrence Date while Subtenant remains in possession of the Subleased Premises after any Limited Remedy Event of Default that relates to insurance, utilities,

repairs, maintenance, environmental maintenance, remediation and compliance and other routine and customary costs and expenses of operating and maintaining the Subleased Premises (including, without limitation, Subtenant's Percentage Share of Operating Costs). Furthermore, additional reimbursement for any unpaid damages caused solely by a Limited Remedy Event of Default may not be claimed by Sublandlord under any other provision of this Sublease. In the event of a conflict between the provisions under this Section 11 and any other provision of any other transaction document, the provisions contained in this Section 11 shall prevail."

        (a)   Section 3 (Option to Extend);

        (b)   All references to the Letter of Credit contained in Section 5, as well as Exhibit D;

        (c)   Any provision of Section 1.C of Exhibit C to the Original Sublease which references lobby upgrade work to be performed by Subtenant.

        (a)    Generally.    If Subtenant intends to construct improvements within the Subleased Premises ("Subtenant Improvements"), all Subtenant Improvements shall be carried out in accordance with the Master Lease, in connection therewith, Subtenant will design any Subtenant Improvements so as to conform with the requirements of Schedule 2 to Exhibit C to the Original Master Lease, and Subtenant will use structural or mechanical contractors from Landlord's list of required structural or mechanical contractors, a schedule of which is attached hereto as Exhibit C-1. Subtenant will also use contractors in other fields which are approved in advance by Landlord; a list of Landlord's pre-approved general contractors and electrical subcontractors is attached hereto as Exhibit C-1.

        (b)    Sublandlord's Approval.    

        (c)    Landlord's Review.    Subtenant acknowledges that Landlord will have the right to review and approve all plans for Subtenant Improvements in accordance with the provisions of the Master Lease, and while Sublandlord will reasonably assist Subtenant in the procurement of such approval, Subtenant will use diligent efforts to provide Landlord with all information requested by Landlord in an effort to assist Landlord in evaluating and approving the Subtenant Improvements.

        (d)    Code-Required Work.    Except as provided above, if the performance of any work by Subtenant "triggers" a requirement for code-related upgrades to or improvements of any portion of the Building, Subtenant shall be responsible for the cost of such code-required upgrades or improvements to the Building.

        (e)    Construction Administration Fee.    The Master Lease entitles Landlord to charge a fee equal to five percent (5%) of the cost of any Subtenant Improvements, which will be payable by Subtenant. If Landlord requires the reimbursement of other professional fees or costs associated with Subtenant's initial Subtenant Improvements, Sublandlord will bear such fees and costs; this provision will not apply to reimbursable costs applicable to subsequent improvements constructed by or on behalf of Subtenant."

        (a)   This Second Amendment and the attached exhibits, which are hereby incorporated into and made a part of this Second Amendment, set forth the entire agreement between the parties

with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.

        (b)   Except as herein modified or amended, the provisions, conditions and terms of the Sublease shall remain unchanged and in full force and effect.

        (c)   In the case of any inconsistency between the provisions of the Sublease and this Second Amendment, the provisions of this Second Amendment shall govern and control.

        (d)   Submission of this Second Amendment by Sublandlord is not an offer to enter into this Second Amendment but rather is a solicitation for such an offer by Subtenant. Sublandlord shall not be bound by this Second Amendment until Sublandlord has executed and delivered the same to Subtenant.

        (e)   The capitalized terms used in this Second Amendment shall have the same definitions as set forth in the Sublease to the extent that such capitalized terms are defined therein and not redefined in this Second Amendment.

        (f)    Subtenant hereby represents to Sublandlord that Subtenant has dealt with no broker in connection with this Second Amendment other than Cassidy Turley BT Commercial (f.k.a. NAI BT Commercial) ("Subtenant's Broker"). Subtenant agrees to defend, indemnify and hold Sublandlord harmless from all claims of any brokers (other than Subtenant's Broker) claiming to have represented Subtenant in connection with this Second Amendment. Sublandlord hereby represents to Subtenant that Sublandlord has dealt with no broker in connection with this Second Amendment other than Colliers International ("Sublandlord's Broker"). Sublandlord agrees to indemnify and hold Subtenant harmless from all claims of any brokers claiming to have represented Sublandlord in connection with this Second Amendment. Sublandlord shall be solely responsible for the payment of any commissions owed to Subtenant's Broker and Sublandlord's Broker as a result of the execution and delivery of this Second Amendment.

        (g)   Sublandlord represents and warrants to Subtenant that each signatory of this Second Amendment signing on behalf of Sublandlord has the authority to execute and deliver the same on behalf of Sublandlord.

        (h)   Subtenant represents and warrants to Sublandlord that (i) each signatory of this Second Amendment signing on behalf of Subtenant has the authority to execute and deliver the same on behalf of Subtenant and (ii) Subtenant is currently in compliance with and shall at all times during the Extended Term (including any extension thereof) remain in compliance with the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

        (i)    This Second Amendment may be executed in multiple counterparts each of which is deemed an original but together constitute one and the same instrument. This Second Amendment may be executed in so-called "pdf" format and each party has the right to rely upon a pdf counterpart of this Second Amendment signed by the other party to the same extent as if such party had received an original counterpart.