EX-10.10

This Sublease Agreement is made as of the day of 2012, (hereinafter referred to as “Sublease”) by and between National Union Fire Insurance Company of Pittsburgh, Pa., a Pennsylvania corporation (hereinafter referred to as “Sublandlord”) and Castlight Health, Inc. a Delaware corporation (hereinafter referred to as “Subtenant”) with regard to the following facts.

A. Sublandlord is the Tenant under that certain Office Lease dated as of August 30, 1996 (hereinafter referred to as the “Office Lease”), with Hudson Rincon Center, LLC, as successor-in-interest to Landlord, a Delaware limited liability company (hereinafter referred to as the “Landlord”), as amended by that certain Memorandum of Office Lease and Right of First Offer dated August 9, 1996 (hereinafter referred to as the “ ”), Notice of Lease Term Dates dated September 15, 1997, First Amendment to Lease dated June 20, 1997, Second Amendment to Lease dated-September 30, 1998, Third Amendment to Lease dated October 1999, Letter Agreement dated November 19, 1999, Fourth Amendment to Office Lease dated October 18, 2000, Fifth Amendment to Office Lease dated October 18, 2000, Letter Agreement dated September 28, 2006, Letter Agreement dated November 1, 2006, Letter Agreement dated December 1, 2006, Sixth Amendment to Office Lease dated February 28, 2007, Seventh Amendment to Office Lease dated May 14, 2008, Letter Agreement dated July 11, 2008, Eighth Amendment to Office Lease dated January 10, 2010, Ninth Amendment to Office Lease dated October 31, 2010 between Landlord and Sublandlord (the Office Lease and subsequent agreements detailed aforesaid are referred to herein collectively as the “Master Lease”) (a copy of which Master Lease is attached hereto as Exhibit A and by this reference made a part hereof) concerning Suites 201, 290, 410, and entire 3^rd floor, entire 5^th floor, and entire 6^th floor at 121 Spear Street, San Francisco, CA and 18,364rsf located on the 4^th floor at 101 Spear Street, San Francisco, CA (hereinafter referred to as the “Premises’) (hereinafter referred to as the “Building”) located at 101 Spear Street and 121 Spear Street, San Francisco, CA 94105.

B. Subtenant desires to sublease from Sublandlord a portion of the Premises consisting of approximately 32,571 rentable square feet of space at 121 Spear Street (which portion shall be hereinafter referred to as the “Subleased Premises”) more particularly set forth on Exhibit B attached hereto, and Sublandlord has agreed to sublease the Subleased Premises to Subtenant upon the terms, covenants and conditions herein set forth.

In consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Sublease Sublandlord hereby subleases and demises to Subtenant and Subtenant hereby hires and takes from Sublandlord the Subleased Premises.

2.1 Initial Term The terra of this Sublease (hereinafter referred to as the “Term”) shall commence on January 1, 2013 at which time Subtenant will obtain possession to the Subleased Premises, and shall end, unless sooner terminated as provided in the Master Lease, on July 15, 2017.

Within fifteen business days of execution by both Sublandlord and Subtenant of this Agreement, Sublandlord shall submit to the Landlord the executed copy of this Agreement, along with all other information required under the Master Lease for the Landlord’s consent to this Agreement and Sublandlord shall use commercially reasonably efforts to cause Landlord to provide consent to this Agreement.

Sublandlord may delay delivery of the Subleased Premises if: (a) Subtenant fails to deliver to Sublandlord prior to October 1, 2012 (which delay may be no greater than one day for each day past October 1, 2012 that Subtenant provides following required items) (i) payment of first month’s rent, (ii) receipt of Security Deposit or (iii) receipt of Certificate of Insurance; or

(b) the Landlord fails to consent (provided that if such failure to consent is a breach of the Master Lease, Sublandlord shall use all reasonable efforts to cause the Landlord to consent).

Notwithstanding the Sublease Commencement Date set forth above, Subtenant shall have the right 90 days prior to the Sublease Commencement Date to enter the Subleased Premises for the purposes of to altering and constructing improvements, installing furniture, fixtures, telecommunications cabling and equipment and other similar type activities; provided that such early entry is conducted in a manner so as to not unreasonably interfere with any Sublandlord work occurring in or around the Subleased Premises, provided that Master landlord has provided its consent by that time.

Promptly after Sublease Commencement Date, Subtenant and Sublandlord shall execute a Sublease Commencement Date Agreement confirming the Sublease Commencement Date, Sublease Expiration Date, actual RSF Of Subleased Premises, and final plans approved by the parties, Rent, Security Deposit, and Subtenant’s Proportionate Share.

3. Subtenant’s Share Subtenant’s proportionate share is (22.83%) (32,571rsf ÷ 142,655rsf). (As of 8/1/12 Sublandlord’s Leased Premises will be reduced to 142,655 from 161,019).

4. Electric Subtenant shall pay any excess electric charges as additional rent on a monthly basis incurred by Sublandlord as a result of Subtenant’s use and occupancy of the Subleased Premises, in accordance with the terms and conditions of the Master Lease.

Subtenant shall pay any overtime HVAC or electric charges incurred by Subtenant as additional rent on a monthly basis to Sublandlord, in accordance with the terms and conditions of the Master Lease.

5. Telephone Subtenant shall be responsible for all telephone charges incurred in connection with the Subleased Premises during the Term of the Sublease and shall arrange with the supplier of the same to have charges directly billed to Subtenant.

6. Rent Subtenant shall pay base rent during the Term of this Sublease, payable monthly in advance on the first day of each month as follows:

In the event that the term of this Sublease shall begin or end on a date which is not the first day of a month, base rent shall be prorated as of such date.

If Subtenant is in default of the payment of Rent or Additional Rent or any other provision of this Sublease beyond any applicable notice or cure period, in addition to any Default Remedies available to Sublandlord, Subtenant shall be obligated to repay the three (3) month rental abatement received at the commencement of the Sublease Term.

Concurrent with Subtenant’s execution of this Sublease, Subtenant shall deliver to Sublandlord the first month’s base rent in the amount of Eighty One Thousand, Four Hundred Twenty Seven and ⁵⁰/₁₀₀ Dollars ($81,427.50).

7. Security Deposit Concurrent with the execution of this Sublease, Subtenant shall deposit with Sublandlord a sum equal to One Hundred Sixty Two Thousand, Eight Hundred Fifty Five and ⁰⁰/₁₀₀ Dollars ($162,855.00) (hereinafter referred to as the “Security Deposit”) as security for the Subtenant’s faithful performance of all of the terms and conditions of this

Sublease including the obligation to pay rent. For so long as the Security Deposit has not been repaid to Subtenant, it shall constitute an account payable by Sublandlord to Subtenant within thirty (30) days after the termination of this Sublease to the extent, if any, that the Security Deposit has not been applied by Sublandlord as hereinafter provided. If Subtenant shall default beyond any applicable notice and cure periods as defined herein with respect to any term and condition hereunder, then the Security Deposit or any part hereof may be applied by Sublandlord (but Sublandlord shall not be obligated to do so) to the actual damages sustained by Sublandlord by reason thereof. No such application shall be construed as an agreement to limit the amount of Sublandlord’s claim or, as a waiver of any damage or release of any indebtedness, and Sublandlord’s claim not recovered in full from the Security Deposit. If Sublandlord has so applied all or any part of the Security Deposit, Sublandlord shall have the right (but not the obligation) at any time thereafter to demand that Subtenant pay to Sublandlord a sum equal to the amounts so applied so that Sublandlord will always be in possession of a sum equal to the amount of the Security Deposit. Subtenant shall make each such remittance within thirty (30) days following such demand by Sublandlord. Said remittance shall thereupon constitute a part of the Security Deposit subject to the terms and provisions hereof. The failure of Subtenant to make any such requested remittance within such thirty (30) day period, and after applicable notice and cure period, may be treated by Sublandlord as a failure by Subtenant to make timely payment of rent and as an event of default.

8. Use Subtenant covenants and agrees to use the Subleased Premises in accordance with the provisions of the Master Lease and for no other purpose and otherwise in accordance with the terms and conditions of the Master Lease and this Sublease.

9. Master Lease As applied to this Sublease, the words “Landlord” and “Tenant” as used in the Master Lease shall be deemed to refer to Sublandlord and Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject in all respects to the terms of, and the rights of the Landlord under, the Master Lease. Except as otherwise expressly provided in Section 9 hereof, the covenants, agreements, terms, provisions and conditions of the Master Lease insofar as they relate to the Subleased Premises and insofar as they are not inconsistent with the terms of this Sublease are made a part of and incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord and the Tenant under the Master Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. The time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, be changed for the purposes of incorporation herein by reference by shortening the same in each instance by three (3) business days, so that in each instance Subtenant shall have three (3) business days less time to observe or perform hereunder than Sublandlord has as the tenant under the Master Lease; provided that the foregoing shall not apply to the time period set forth in the last line of Section 19.1.1, under which Subtenant shall have only one (1) business day less time. As between the parties hereto only, in the event of a conflict between the terms of the Master Lease and the terms of this Sublease, such conflict shall be resolved in every instance in favor of the provisions of this Sublease.

10. Operating Expenses / Real Estate Taxes Subtenant shall pay to Sublandlord its proportionate share (22.83%) of Sublandlord’s operating expenses and real estate taxes above the Base Year of 2013 as additional rent on a monthly basis, commencing on the Sublease Commencement Date.

11.1 Subtenant recognizes that Sublandlord is not in a position nor obligated to render any of the services or to perform any of the obligations required of Landlord under the Master Lease with respect to the furnishing of any services or utilities to the Subleased Premises or the maintenance, repair or restoration of the Subleased Premises. Therefore, Subtenant shall rely upon and look solely to the Landlord for the performance of such obligations under the Master Lease and Sublandlord shall not be liable to Subtenant for any default of the Landlord under the Master Lease except to the extent (and solely to such extent) such default is a result of Sublandlord’s act or failure to act. Subtenant shall not have any claim against Sublandlord by reason of the Landlord’s failure or refusal to comply with any of the provisions of the Master Lease unless such failure or refusal is a result of Sublandlord’s act or failure to act. This

Sublease shall remain in full force and effect notwithstanding the Landlord’s failure or refusal to comply with any such provision of the Master Lease and Subtenant shall pay the base rent and additional rent and all other charges provided for herein without any abatement, deduction or setoff whatsoever. Notwithstanding the foregoing, if Landlord defaults in any of its obligations under the Master Lease, Subtenant shall be entitled to participate with Sublandlord in any action undertaken by Sublandlord in the enforcement of Sublandlord’s rights against Landlord. If Sublandlord elects not to take action, whether legal action or otherwise, for the enforcement of Sublandlord’s rights against Landlord, Subtenant shall have the right to take such action in its own name and, for that purpose and only to such extent, all the rights of Sublandlord under the Lease with respect to the Subleased Premises shall be and are hereby conferred upon and assigned to Subtenant, and Subtenant shall be subrogated to such rights to the extent they apply to the Subleased Premises. Subtenant shall protect, defend, indemnify and hold Sublandlord harmless from all claims, costs and liabilities, including attorney’ fees and costs, arising out of or in connection with any such action by Subtenant except to the extent (and solely to such extent) such claim, cost or liability results from Sublandlord’s act or failure to act. Subtenant covenants and warrants that it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Master Lease, except as modified herein. Furthermore, Subtenant and Sublandlord further covenant not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Lessee thereunder.

11.2 Whenever the consent of Landlord shall be required by, or Landlord shall fail to perform its obligations under the Master Lease, Sublandlord agrees to use its reasonable efforts to obtain, at Subtenant’s sole cost and expense, such consent and/or performance on behalf of Subtenant. Subtenant shall reimburse Sublandlord all costs associated with Landlord’s review of Subtenant’s plans and specifications for improvements in the Subleased Premises and all costs incurred by Sublandlord in obtaining Landlord’s consent with respect to any amendments to this Sublease. In addition to the foregoing, any and all fees incurred to obtain Landlord’s consent to this Sublease shall be apportioned between Sublandlord and Subtenant as follows:

Notwithstanding the foregoing, any and all fees incurred to obtain Landlord’s consent to a further assignment or subletting of the Subleased Premises shall be borne solely by Subtenant.

11.3 Sublandlord represents and warrants to Subtenant that the Master Lease is in full force and effect and there are no uncured defaults thereunder.

12. Variations from Master Lease The following covenants, agreements, terms, provisions and conditions of the Master Lease are hereby modified or not incorporated herein:

12.1 Notwithstanding anything to the contrary set forth in the Master Lease regarding base rent, the base rent payable under this Sublease and the Term of this Sublease shall be as set forth in Section 6, above.

12.2 The parties hereto represent and warrant to each other that neither party dealt with any broker or finder in connection with the consummation of this Sublease other than CBRE – Sublandlord’s Representative and Cornish & Carey Commercial Newmark Knight Frank – Subtenant’s Representative, (hereinafter referred to as the “Broker), and each party agrees to indemnify, hold and save the other party harmless from and against any and all claims for brokerage commissions or finder’s fees, other than to the Broker, arising out of either of their acts in connection with this Sublease. The provisions of this Section 12.2 shall survive the expiration or earlier termination of this Sublease.

12.3 Notwithstanding anything contained in the Master Lease to the contrary, as between Sublandlord and Subtenant only, all insurance proceeds or condemnation awards received by Sublandlord under the Master Lease shall be deemed to be the property of Sublandlord. Subtenant shall be entitled to receive any insurance proceed or condemnation

awards, as its interest may appear, relating to Subtenant’s personal property, fixtures and improvements.

12.4 Any notice which may or shall be given by either party hereunder shall be either delivered personally, sent by certified mail, return receipt requested, or by overnight express delivery, addressed to the party for Whom it is intended at the Subleased Premises (if to the Subtenant), or to National Union Fire Insurance Company of Pittsburgh„ Pa. c/o American International Realty Corp., 3^rd Floor, 80 Pine Street, New York, New York 10005, Attention: Rosemarie Sailer, Vice President and General Counsel (if to the Sublandlord)„ or to such other address as may have been designated in a notice give in accordance with the provisions of this Section 12.4.

12.5 All amounts payable hereunder by Subtenant shall be payable directly to Sublandlord, as follows:

12.6 The provisions of the Lease Agreement – Summary of Basic Lease Information – Provision 10, 11, 12; Provision 1.3 – The Downsize Right; Provision 1.4; Provision 1.6; Provision 2.1; Provision 2.2; Provision 3.4.1; Provision 3.4.2; Provision 4.3.2 (2nd sentence only); Provision 4.6; Provision 6.3.1; Provision 11.2; Provision 11.4; Provision 13.1 (2nd sentence); Provision 16; Provision 22; Provision 28; Provision 29.6; Provision 29.25; Provision 29.32; Provision 29.34; Exhibit A-1; Exhibit B; Exhibit C; Exhibit L; Exhibit M; Exhibit N; Exhibit 0; Exhibit P; Memorandum of Office Lease and Right of First Offer dated August 9, 1996; Letter Agreement dated November 19, 1999; Letter Agreement dated September 28, 2006; Letter Agreement dated November 1, 2006; Letter Agreement dated December 1, 2006; Letter Agreement dated July 11, 2008; First Amendment to Lease – Provisions 5, 6, 7, 8, Exhibit A; Second Amendment to Lease – Provisions 3, 5, 6, 7, Exhibit A; Third Amendment to Lease – Provision 2; Fourth Amendment to Lease – Provisions 3, 4, 6, 7, 8, 9, Exhibit A; Fifth Amendment to Lease – Provisions 3, 4, 6, 7, 8, 9, 10, Exhibit A, Exhibit B; Sixth Amendment to Lease – Provisions 6 (3rd sentence), 7.2, 8, 9, 10, 11, 12, 13, 14 (sentence 4), 15, Exhibit A, Exhibit A-1, Exhibit A-2, Exhibit B; Eighth Amendment to Lease – Provisions 2, 3; Ninth Amendment to Lease – Provision 7 shall not apply to this Sublease.

12.7 Prior to Sublease Commencement, Sublandlord (at Sublandlord’s sole cost and expense) shall demise the space per a mutually agreed upon plan (and the final plan shall allow Subtenant access to both sets of restrooms on the floor as well as a common corridor to provide access to Sublandlord’s premises on the 5th floor). Sublandlord shall deliver the Subleased Premises with all existing mechanical, electrical and plumbing systems in good working condition. Sublandlord, at Sublandlord’s sole cost and expense, shall Broom Clean the Premises (including removal of debris) prior to delivery.

12.8 Subtenant shall have the right, at Subtenant’s sole cost and expense, subject to the prior written approval of Sublandlord (which shall not be unreasonably withheld or delayed and which may be provided via email) and pursuant to the terms of Provision 8.1 of the Master Lease, to alter and construct improvements in the Subleased Premises. Any and all alterations or improvements must comply with all Federal, State, Local, Municipal, Laws, Ordinances and Regulations, including ADA.

12.9 Subtenant, at its sole cost and expense, shall remove any Subtenant improvements in the Subleased Premises and restore the Subleased Premises to the same condition existing on the date of Sublandlord’s delivery of the Subleased Premises to Subtenant upon the expiration of the Term hereof, which restoration of the Subleased Premises shall be pursuant to the plans and specifications set forth in Exhibit B attached hereto. Notwithstanding the foregoing, Subtenant’s obligation to restore the Subleased Premises shall be predicated on demand from Master Lessor to restore, pursuant to terms of the Master Lease.

12.10 Subtenant shall comply with all insurance requirements as required under Article in the Master Lease and shall name Sublandlord, American International Group, Inc.

and its subsidiaries and agents as additional insureds; provided that with respect to property damage liability, Subtenant is allowed to have $4 million per occurrence, but this should not be construed as a limitation of Subtenant’s liability.

13. Indemnity Subtenant hereby agrees to protect, defend, indemnify and hold Sublandlord harmless from and against any and all liabilities, claims expenses, losses and damages, including, without limitation, reasonable attorneys’ fees and disbursements, which may at any time be asserted against Sublandlord by (a) the Landlord for failure of Subtenant to perform any of the covenants, agreements, terms, provisions or conditions contained in the Master Lease which by reason of the provisions of this Sublease Subtenant is obligated to perform or (b) any person by reason of Subtenant’s use and/or occupancy of the Subleased Premises or negligent or intentional acts in or about the Building; provided that Subtenant shall not have an indemnification obligation pursuant to this Section 13 to the extent (and solely to such extent) such liability, claim, expense, loss or damage arises from the gross negligence or willful misconduct of Sublandlord or its employees, agents or contractors. The provisions of this Section 13 shall survive the expiration or earlier termination of the Master Lease and/or this Sublease.

14. Certificates Subtenant shall at any time and from time to tithe as requested by Sublandlord upon not less than ten (10) days prior written notice, execute, acknowledge, and deliver to Sublandlord a statement in writing certifying that this Sublease is unmodified and in full force and effect (or if there have been modifications that the same is in full force and effect as modified and stating the modifications, if any) certifying the dates to which rent and any other charges have been paid and stating whether or not, to the knowledge of the person signing the certificate, that Sublandlord is not in default beyond any applicable grace period provided herein in performance of any of its obligations under this Sublease, and if so, specifying each such default of which Subtenant may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by others with whom Sublandlord may be dealing.

15. Assignment or Subletting Upon Sublandlord’s consent which consent shall not be unreasonably delayed, withheld or conditioned, Subtenant may assign or sublet the Subleased Premises provided that such assignment or sublet complies with the provisions of the Master Lease (including the requirement that the Landlord consent to such assignment or sublet). Sublandlord agrees to use its commercially reasonable efforts to assist the Subtenant in obtaining the Landlord’s approval of any assignment or subletting. The parties agree that it shall be reasonable for Sublandlord to withhold consent if the proposed sublessee or assignee is a direct competitor of Sublandlord.

17. Severability If any term or provision of this Sublease or the application thereof to any person or circumstances shall, to any extent, be invalid and unenforceable, the remainder of this Sublease or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term or provision of this Sublease shall be valid and be enforced to the fullest extent permitted by law.

18. Entire Agreement; Waiver This Sublease contains the entire agreement between the parties hereto and shall be binding upon and inure to the benefit of their respective heirs, representatives, successors and permitted assigns. Any agreement hereinafter made shall be ineffective to change, modify, waive, release, discharge, terminate or effect an abandonment hereof in whole or in part, unless such agreement is in writing and signed by the parties hereto.

19. Captions Captions to the Sections in this Sublease are included for convenience only are not intended and shall not be deemed to modify or explain any of the terms of this Sublease.

20. Further Assurances The parties hereto agree that each of them, upon the request of the other party, shall execute and deliver, in recordable form if necessary, such further documents, instruments or agreements and shall take such further action that may be necessary or appropriate to effectuate the purposes of this Sublease.

21. Governing Law This Sublease shall be governed by and in all respects construed in accordance with the internal laws of the State of California.

22. Consent of Landlord The validity of this Sublease shall be subject to the Landlord’s prior written consent hereto pursuant to the terms of the Master Lease.

IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be executed as of the day and year first above written.


“Sublandlord”: National Union Fire Insurance Company of Pittsburgh, Pa.
a Pennsylvania corporation

By:		/s/ Signature Illegible



“Subtenant”: Castlight Health, Inc. a Delaware corporation

By:		/s/ Randall J. Womack

(i) Subtenant agrees agrees that should it learn of information regarding any possible violation of Applicable Laws and Regulations in connection with the transactions or this Sublease, Subtenant will immediately advise Sublandlord of such knowledge or suspicion. For purposes of this Sublease, Applicable Laws and Regulations means all applicable anti-corruption laws and regulations in the United States and in other jurisdictions in which American International Group, Inc. operates or does business, including the laws governing:

The undersigned, as an officer of Castlight does hereby certify as of the date hereof the COO of the corporation is duly authorized to execute a Sublease for office space on behalf of the corporation.

/s/ Charles Ott

Name Charles Ott

Title: Corporate Counsel

Date: July 2, 2012

This instrument was acknowledged before me on the 2 day of July, 2012 by Kim Renga, on behalf of Castlight Health.



Notary Public in and for the State of		CA

/s/ Kim Renga


(Typed/Printed Name of Notary)

This CONSENT TO SUBLEASE AGREEMENT (this “Agreement”) is made as of August 9, 2012, by and among HUDSON RINCON CENTER, LLC, a Delaware limited liability company (“Landlord”), and NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, P.A., a Pennsylvania corporation (“Tenant”), and CASTLIGHT HEALTH, INC., a Delaware corporation (“Subtenant”).

A. Reference is hereby made to that certain Office Lease dated August 30, 1996, by and between Landlord’s predecessor-in-interest and Tenant (the “Original Lease”), as amended by that certain First Amendment to Lease dated June 20, 1997 (“First Amendment”), as amended by that certain Second Amendment to Lease dated September 30, 1998 (“Second Amendment”), as amended by that certain Third Amendment to Lease dated October, 1999 (“Third Amendment”), as amended by that certain Letter Agreement dated November 19, 1999 (“1999 Letter Agreement”), as amended by that certain Fourth Amendment to Lease dated October 18, 2000 (“Fourth Amendment”), as amended by that certain Fifth Amendment to Lease dated October 18, 2000 (“Fifth Amendment”), as amended by that certain Sixth Amendment to Lease dated February 28, 2007 (“Sixth Amendment”), as amended by that certain Seventh Amendment to Office Lease dated May 14, 2008 (“Seventh Amendment”), as amended by that certain Eighth Amendment to Office Lease dated January 10, 2010 (“Eighth Amendment”), as amended by that certain Ninth Amendment to Office Lease dated October 31, 2010 (“Ninth Amendment”), for that certain office space commonly known as One Rincon Center and Two Rincon Center (collectively, the “Premises”), addressed at 121 Spear Street, San Francisco, California (the “Building”). The Original Lease, as amended by the First Amendment, Second Amendment, Third Amendment, 1999 Letter Agreement, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment and Ninth Amendment, is herein referred to, collectively, as the “Lease”.

B. Pursuant to the terms of Article 14 of the Original Lease, Tenant has requested Landlord’s consent to that certain Standard Form. Sublease dated , 2012, between Tenant and Subtenant (the “Sublease”), with respect to a subletting by Subtenant of a portion of the Premises on the third (3rd) floor of the Building containing 32,571 rentable square feet, as more particularly described in the Sublease (the “Sublet Premises”). A copy of the Sublease is attached hereto as Exhibit “A”. Landlord is willing to consent to the Sublease on the terms and conditions contained herein.

C. All defined terms not otherwise expressly defined herein shall have the respective meanings given in the Lease.

1. Landlord’s Consent. Landlord hereby consents to the Sublease; provided, however, notwithstanding anything contained in the Sublease to the contrary, such consent is granted by Landlord only upon the terms and conditions set forth in this Agreement. The Sublease is subject and subordinate to the Lease. Neither this Agreement nor the Sublease shall be construed to modify, waive or amend any of the terms, covenants and conditions of the Lease or to waive any breach thereof or any of Landlord’s rights or remedies thereunder or to enlarge or increase any obligations of Landlord under the Lease. Landlord shall not be bound by any of the terms, covenants, conditions, provisions or agreements of the Sublease.

2. Non-Release of Tenant; Further Transfers. Neither the Sublease nor this consent thereto shall release or discharge Tenant from any liability, whether past, present or future, under the Lease or alter the primary liability of the Tenant to pay the rent and perform and comply with all of the obligations of Tenant to be performed under the Lease (including the payment of all bills rendered by Landlord for charges incurred by the Subtenant for services and materials supplied to the Sublet Premises). Neither the Sublease nor this consent thereto shall be construed as a waiver of Landlord’s right to consent to any further subletting either by Tenant or by the Subtenant or to any assignment by Tenant of the Lease or assignment by the Subtenant of the Sublease, or as a consent to any portion of the Sublet Premises being used or occupied by any other party. Landlord may consent to subsequent sublettings and assignments of the Lease or the Sublease or any amendments or modifications thereto without notifying Tenant or anyone else

liable under the Lease and without obtaining their consent. No such action by Landlord shall relieve such persons from any liability to Landlord or otherwise with regard to the Sublet Premises.

3. Relationship with Landlord. Tenant hereby assigns and transfers to Landlord the Tenant’s interest in the Sublease and all rentals and income arising therefrom, subject to the terms of this Section 3. Landlord, by consenting to the Sublease agrees that until a default shall occur in the performance of Tenant’s obligations under the Lease, Tenant may receive, collect and enjoy the rents accruing under the Sublease. In the event Tenant shall default in the performance of its obligations to Landlord under the Lease (whether or not Landlord terminates the Lease), Landlord may, at its option, by giving notice to Tenant, either (i) terminate the Sublease, (ii) elect to receive and collect, directly from Subtenant, all rent any other sums owing and to be owed under the Sublease, as further set forth in Section 3.1, below, and/or (iii) elect to succeed to Tenant’s interest in the Sublease, and cause Subtenant to attorn to Landlord, as further set forth in Section 3.2, below.

3.1 Landlord’s Election to Receive Rents. Landlord shall not, by reason of the Sublease, nor by reason of the collection of rents or any other sums from the Subtenant pursuant to Section 3(ii), above, be deemed liable to Subtenant for any failure of Tenant to perform and comply with any obligation of Tenant, and Tenant hereby irrevocably authorizes and directs Subtenant, upon receipt of any written notice from Landlord stating that a default exists in the performance of Tenant’s obligations under the Lease, to pay to Landlord the rents and any other sums due and to become due under the Sublease. Tenant agrees that Subtenant shall have the right to rely upon any such statement and request from Landlord, and that Subtenant shall pay any such rents and any other sums to Landlord without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary. Tenant shall not have any right or claim against Subtenant for any such rents or any other sums so paid by Subtenant to Landlord. Landlord shall credit tenant with any rent received by Landlord under such assignment but the acceptance of any payment on account of rent from the Subtenant as the result of any such default shall in no manner whatsoever be deemed an attornment by the Landlord to Subtenant or by Subtenant to Landlord, be deemed a waiver by Landlord of any provision of the Lease or serve to release Tenant from any liability under the terms, covenants, conditions, provisions or agreements under the Lease. Notwithstanding the foregoing, any payment of rent from the Subtenant directly to Landlord, regardless of the circumstances or reasons therefor, shall in no manner whatsoever be deemed an attornment by the Subtenant to Landlord in the absence of a specific written agreement signed by Landlord to such an effect.

3.2 Landlord’s Election of Tenant’s Attornment. In the event Landlord elects, at its option, to cause Subtenant to attorn to Landlord pursuant to Section 3(iii), above, Landlord shall undertake the obligations of Tenant under the Sublease from the time of the exercise of the option, but Landlord shall not (i) be liable for any prepayment of more than one (1) month’s rent or any security deposit paid by Subtenant to Tenant, (ii) be liable for any previous act or omission of Tenant under the Sublease or for any other defaults of Tenant under the Sublease, (iii) be subject to any defenses or offsets previously accrued which Subtenant may have against Tenant, or (iv) be bound by any changes or modifications made to the Sublease without the written consent of Landlord.

4.1 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.

4.2 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 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, attorney’s fees) incurred by Landlord in resisting any claim for any such brokerage commission.

4.3 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.

4.4 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.

4.5 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.

4.6 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.

4.7 Attorney’s 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.

4.8 Landlord’s Costs. Pursuant to Article 14.1 of the Original Lease, upon execution of this Agreement, Tenant shall pay to Landlord the sum of One Thousand Five Hundred and NO/100 Dollars ($1,500.00) for costs and reasonable attorney’s fees incurred by Landlord in connection with Landlord’s review and analysis of the Sublease.

4.9 OFAC Certification. Subtenant certifies that it is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order of the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control; and it is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity, or nation. Subtenant hereby agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.

IN WITNESS WHEREOF, the parties have executed this Consent to Sublease Agreement as of the day and year first above written.

A. Sublandlord is the Tenant under that certain Office Lease dated as of August 30, 1996 (hereinafter referred to as the “Office Lease”), with Hudson Rincon Center, LLC, as successor-in-interest to Landlord, a Delaware limited liability company (hereinafter referred to as the “Landlord”), as amended by that certain Memorandum of Office Lease and Right of First Offer dated August 9, 1996 (hereinafter referred to as the “ ”), Notice of Lease Term Dates dated September 15, 1997, First Amendment to Lease dated June 20, 1997, Second Amendment to Lease dated- September 30, 1998, Third Amendment to Lease dated October 1999, Letter Agreement dated November 19, 1999, Fourth Amendment to Office Lease dated October 18, 2000, Fifth Amendment to Office Lease dated October 18, 2000, Letter Agreement dated September 28, 2006, Letter Agreement dated November 1, 2006, Letter Agreement dated December 1, 2006, Sixth Amendment to Office Lease dated February 28, 2007, Seventh Amendment to Office Lease dated May 14, 2008, Letter Agreement dated July 11, 2008, Eighth Amendment to Office Lease dated January 10, 2010, Ninth Amendment to Office Lease dated October 31, 2010 between Landlord and Sublandlord (the Office Lease and subsequent agreements detailed aforesaid are referred to herein collectively as the “Master Lease”) (a copy of which Master Lease is attached hereto as Exhibit A and by this reference made a part hereof) concerning Suites 201, 290, 410, and entire 3^rd floor, entire 5^th floor, and entire 6^th floor at 121 Spear Street, San Francisco, CA and 18,364rsf located on the 4^th floor at 101 Spear Street, San Francisco, CA (hereinafter referred to as the “Premises’) (hereinafter referred to as the “Building”) located at 101 Spear Street and 121 Spear Street, San Francisco, CA 94105.