Exhibit



Exhibit 10.5


EXECUTION COPY



SUBLEASE AGREEMENT


This sublease (“Sublease”), signed and entered into as of the 13th day of April, 2017, is by and between Blucora, Inc., a Delaware corporation (“Sublessor”), and Xevo Inc., a Delaware corporation (“Sublessee”).


R E C I T A L S


A.      WHEREAS, by that certain Office Lease dated July 13, 2012 (as amended, the “Master Lease”), Plaza Center Property LLC, which subsequently sold to KBS SOR Plaza Bellevue, LLC c/o Transwestern (“Master Lessor”) leased to Sublessor approximately 39,516 rentable square feet located on the 8th and 9th floors of the building commonly known as Plaza Center located at 10900 NE 8th Street, Bellevue, Washington 98004 (the “Building”) as depicted on Exhibit A attached hereto (the “Premises”), which Building is a portion of the Project (as defined in the Master Lease).


B.    WHEREAS, Sublessee has agreed to sublet from Sublessor the Premises. 


C.    WHEREAS, the parties desire to enter into this Sublease to define their respective rights, duties, and obligations relating to the Premises.


NOW, THEREFORE, Sublessor and Sublessee, for and in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and each with the intent to be legally bound, for themselves and their respective successors and assigns, agree as follows:


SECTION 1.  SUBLEASE
Sublessor hereby subleases the Premises to Sublessee, and Sublessee hereby subleases the same from Sublessor, on the terms and conditions set forth herein.  


SECTION 2.  MASTER LEASE
A true copy of the Master Lease, including all amendments and/or addenda thereto, is attached hereto as Exhibit B.  Sublessee acknowledges that it has read and is familiar with the terms of the Master Lease and agrees to take the Premises subject to all the terms and conditions of the Master Lease and to use the Premises within the restrictions provided therein.  Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease shall be subject and subordinate to all of the terms and conditions contained in the Master Lease, which are hereby incorporated into this Sublease by this reference, and shall be binding upon Sublessee to the same extent as if Sublessee were named as “Tenant” and Sublessor as “Landlord” under the Master Lease.  The foregoing notwithstanding, the following specific provisions of the Master Lease shall not apply to this Sublease and shall not be binding on Sublessor and Sublessee as if they respectively were the “Landlord” and “Tenant” under the Master Lease: Article 2, Lease Term; Article 3, Base Rent; 


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Sections 4.2 through 4.4 and Section 4.6, Additional Rent; Section 14.8, Non-Transfers; Article 21, Letter of Credit; Exhibit B, Tenant Work Letter; and Exhibit F, Letter of Credit. 


In the event of a conflict between the Master Lease and this Sublease, as between Sublessor and Sublessee the terms of the Sublease shall govern and control.


Sublessee and Sublessor agree not to do, omit to or knowingly permit to be done any act in or related to the Premises or Master Lease which could or does constitute a breach or default under the terms of the Master Lease.


Sublessor shall promptly send Sublessee copies of all notices Sublessor receives from or sends to Master Lessor regarding any matter that might materially or adversely affect Sublessee’s interest in the Premises or this Sublease.


Sublessor shall not agree to an amendment to the Master Lease or other document which will (i) terminate the Master Lease, (ii) increase Sublessee’s monetary or material non-monetary obligations hereunder, or (iii) materially and adversely decrease Sublessee’s rights hereunder.


Sublessor agrees to use commercially reasonable efforts to enforce all rights it has as Tenant under the Master Lease on Sublessee’s behalf at Sublessee’s request, at no cost, expense or liability to Sublessor. 


SECTION 3.  SUBLEASE TERM
The term of this Sublease (“Sublease Term”) shall commence on the date on which Sublessor occupies the Premises for operating business following receipt of the Consent described in Section 6A below, but in no event later than June 1, 2017 (the “Sublease Commencement Date”) and shall expire September 30, 2020 (the “Sublease Termination Date”), unless sooner terminated pursuant to the terms hereof.  If for any reason the term of the Master Lease is terminated prior to the expiration of this Sublease, this Sublease and the Sublease Term shall thereupon terminate. 


Prior to the Sublease Commencement Date, Sublessor shall grant Sublessee access to the Premises beginning May 16, 2017 for the sole and exclusive purpose of planning and design activities; provided that Sublessee shall notify Sublessor at least 2 business days in advance of the dates and times Sublessee wishes to have access.  Sublessor shall not be required to grant access to the Sublessee if Sublessor reasonably determines that such access would be disruptive to the business of Sublessor. Notwithstanding the foregoing, (i) such access shall be subject to the terms and conditions of this Sublease, provided that Sublessee shall not be required to pay rent for any entry or possession during such period before the Sublease Commencement Date, except for the cost of any services requested by Sublessee (e.g. after hours HVAC service); (ii) Sublessee shall not conduct its business from the Premises during the period of such access; (iii) such access shall be subject to such rules and regulations as Sublessor may reasonably promulgate and Sublessee shall ensure that any architect, engineer, designer, contractor and workman employed by Sublessee observes such rules, and prior to commencement of any work 


    
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in the Premises, makes appropriate arrangements with Sublessor; and (iv) any such access shall be at Sublessee’s risk and Sublessor shall have no liability for any loss, damage or injury to Sublessee’s personal property, equipment, employees or agents which may be on or about the Premises during the period of such entry and Sublessee hereby releases Sublessor from any claim with respect thereto from whatever cause.


Sublessee shall peaceably and quietly hold and enjoy the Premises for the Sublease Term, without hindrance from Sublessor or any party claiming, by, through or under Sublessor, but not otherwise, subject to the terms and conditions of this Sublease and subject to the provisions of and rights of Master Lessor under the Master Lease.




SECTION 4.  RENT
During the Sublease Term, Sublessee shall pay monthly rent to Sublessor in accordance with the following schedule:


	
			
	Months
	Monthly Installment of Sublease Rent
	Annual Sublease Rent per Rentable Square Foot



	1-6
	$81,501.75
	$24.75

	7-24
	$105,376
	$32.00

	25-36
	$108,669
	$33.00

	37-40
	$111,962
	$34.00






The Sublease Rent shall be paid without deduction or set off of any kind, at the address of Sublessor set forth herein or to such other address as Sublessor may designate in writing to Sublessee. Beginning as of January 1, 2018, Sublessee shall pay its pro-rata share of any increase in actual building expenses (including property taxes, insurance, janitorial and operating expenses for the Building) in excess of actual building expenses incurred by Master Lessor for calendar year 2017, which amounts shall be due and payable at the same time and in the same manner as such amounts are payable by Sublessor under the Master Lease.


Provided Sublessee timely pays Sublease Rent and any other amounts due hereunder, Sublessor shall make all required payments to Master Lessor under the Master Lease no later than the date such payments are due thereunder.


SECTION 5.  LETTER OF CREDIT
Sublessee shall deliver to Sublessor, upon fulfillment of the conditions precedent prescribed in Section 6A below, as protection for the full and faithful performance by Sublessee of all of its obligations under this Sublease, and for losses and damages Sublessor suffers (or which Sublessor estimates that it may suffer) as a result of any breach or default by Sublessee under this Sublease, an unconditional, clean, irrevocable negotiable standby letter of credit in the amount of  $560,000 (the “Letter of Credit”) with a service and claim point in the city of 


    
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Irving, Texas, naming Sublessor as beneficiary, drawn on a bank (the “Bank”) reasonably approved by Sublessor.  If Sublessee commits an Event of Default with respect to any provision of this Sublease, including but not limited to the provisions relating to the payment of Rent, and such Event of Default continues beyond the expiration of any applicable grace, notice, or cure period set forth herein, Sublessor may draw upon the Letter of Credit, without prejudice to any other remedy provided in this Lease or by Applicable Laws, and any such draw on the Letter of Credit shall not constitute a waiver of any other rights of Sublessor with respect to such default or failure to perform.  


The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Sublease Termination Date (or, in the alternative, have a term of not less than one (1) year and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the issuer to Sublessor not later than thirty (30) days prior to the expiration thereof), shall provide that Sublessor may make partial and multiple draws thereunder, up to the face amount thereof and shall allow for collection by facsimile or other electronic transmittal. In addition, the Letter of Credit shall provide that, in the event of Sublessor’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Sublessor, without charge and without recourse, to the assignee or transferee of such interest and the bank shall confirm the same to Sublessor and such assignee or transferee.  The Letter of Credit shall provide for payment to Sublessor upon the issuer’s receipt of a sight draft from Sublessor (including a sight draft presented by facsimile or electronic transmittal) together with Sublessor’s certificate certifying that Sublessor is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, and otherwise be in form and content satisfactory to Sublessor.  If the Letter of Credit has an expiration date earlier than the Sublease Termination Date, then throughout the term hereof (including any renewal or extension of the term) Sublessee shall provide evidence of renewal of the Letter of Credit to Sublessor at least sixty (60) days prior to the date the Letter of Credit expires.  


If Sublessor draws on the Letter of Credit pursuant to the terms hereof Sublessee shall within five (5) business days after demand replenish the Letter of Credit or provide Sublessor with an additional letter of credit conforming to the requirement of this Section so that the amount available to Sublessor from the Letter of Credit(s) provided hereunder is the amount specified herein.  Sublessee’s failure to deliver any replacement, additional or extension of the Letter of Credit, or evidence of renewal of the Letter of Credit, within the time specified under this Lease shall entitle Sublessor to draw upon the Letter of Credit then in effect and, at Sublessor’s election, constitute an event of default under this Sublease.  If Sublessor liquidates the Letter of Credit as provided in the preceding sentence, Sublessor shall hold the funds received from the Letter of Credit as a security deposit for Sublessee’s performance under this Lease.  Sublessor may from time to time and without prejudice to any other remedy provided in this Lease or by Applicable Laws, use all or a portion of the security deposit to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Sublessee’s breach under this Sublease.  If Sublessor uses any portion of the security deposit, Sublessee, within five business (5) days after demand, shall restore the security deposit to its original amount.  Sublessor shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Sublessee with respect thereto.  Neither Master 


    
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Lessor, nor any lender or any purchaser at any judicial or private foreclosure sale of the Property or any portion thereof shall be responsible to Sublessee for such Letter of Credit or security deposit unless and only to the extent Master Lessor or such lender or purchaser shall have actually received the same.  Sublessor shall return the Letter of Credit or the unapplied portion of the security deposit, as applicable, to Sublessee within twenty-one (21) days after the later to occur of the later to occur of the Sublease Termination Date or the date Sublessee surrenders the Premises to Sublessor in the manner required by this Sublease; provided, however, that in no event shall any such return be construed as an admission by Sublessor that Sublessee has performed all of its covenants and obligations hereunder. 


Provided Sublessee is not in default under this Sublease and has not previously been in default under this Sublease, the Letter of Credit may be (i) reduced by an amount equal to one month's Sublease Rent on the 1st anniversary of the Sublease Commencement Date, (ii) further reduced by an amount to one month’s Sublease Rent on the 2nd anniversary of the Sublease Commencement Date, and (iii) further reduced by an amount equal to one month's Sublease Rent on the 3rd anniversary of the Sublease Commencement Date. No automatic reduction in the Letter of Credit amount shall be permitted, it being agreed that Sublessee must first request a reduction in the Letter of Credit amount by written notice to Sublessor, which reduction shall be approved by Sublessor so long as Sublessee has complied with the foregoing requirements. Sublessee may accelerate the foregoing first and second reductions of the Letter of Credit by providing evidence to Sublessor of an equity investment in Sublessee and/or a debt facility accessible (to Sublessor’s reasonable satisfaction) to Sublessee equal or greater than $15 million, and/or evidence reasonably satisfactory to the Sublessor, of profitability for at least three consecutive financial quarters. The Letter of Credit shall be reduced by Sublessee causing the Bank to issue an amendment to the Letter of Credit reflecting the new amount.


SECTION 6. CONDITION OF SUBLEASED PREMISES; ALTERATIONS
6.1    Alterations.  Sublessee accepts the Premises AS IS as of the date of execution (except for the Retained Liabilities), provided, however, that Sublessor shall present the Premises to Sublessee on the Sublease Commencement Date in a good and clean condition and keep existing data and phone wiring within Premises until Sublessee vacates Premises.  Sublessee acknowledges and agrees that neither Sublessor, nor Master Lessor has undertaken any obligation to make or agreed to make any alteration or improvements to the Premises for Sublessee’s use or occupancy thereof.  If Sublessee desires to alter or improve the Premises in any way, Sublessee shall first obtain Sublessor’s, and Master Lessor’s prior written consent to any such alteration or improvement.  Any such alterations or improvements shall be made, and shall be removed from the Premises and the Premises restored at the end of the term hereof, in accordance with the Master Lease.  Sublessee shall be fully responsible for and shall assume all risk of loss of its personal property, furniture, fixtures, equipment, and furnishings in the Premises.


6.3    Low-Voltage Wiring.  Sublessee shall complete, at the sole cost and expense of Sublessee, (i) all modifications and additions to existing low-voltage wiring in the Premises to accommodate Sublessee’s computer network and telecommunications needs during the 


    
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Sublease Term, and (ii) the removal of all such low voltage wiring modifications and additions at the end of the Sublease Term.


SECTION 6A.  CONDITIONS PRECEDENT


This Sublease and all of Sublessor’s and Sublessee’s obligations hereunder are conditioned upon (i) receipt by Sublessor of the written consent of Master Lessor to this Sublease (the “Consent”) on or before May 1, 2017, and (ii) receipt by Sublessor of a lease termination agreement executed by InfoSpace Holdings, LLC with respect to the 8th floor of the Premises (the “InfoSpace Sublease Termination Agreement”).  If the Consent and the Infospace Sublease Termination Agreement are not received on or before May 1, 2017, then this Sublease shall be void and of no force or effect, and neither Sublessor nor Sublessee shall have any further rights against or obligations to the other under this Sublease.


SECTION 7.  REPAIRS AND MAINTENANCE
Any repair and maintenance obligations with respect to the Premises, which are the responsibility of Sublessor as Tenant under the Master Lease, shall be performed by Sublessee at Sublessee’s sole cost and expense. Sublessor shall have no liability to Sublessee for Master Lessor’s failure to make any repairs required of it under the Master Lease, provided, however, that Sublessor agrees that Sublessee shall have and may fully exercise all rights available to Sublessor as Tenant under the terms of Article 7 of the Master Lease, and Sublessor shall cooperate with Sublessee, at no cost, expense or liability to Sublessor, and shall use its commercially reasonable efforts to enforce all such rights on behalf of Sublessee at Sublessee’s request.  


SECTION 8.  UTILITIES AND SERVICES
Sublessee shall be entitled to all those services and utilities which Master Lessor is required to provide under the terms of the Master Lease, including those set forth in Section 6.1 of the Master Lease. Except as provided below, Sublessee shall look solely to Master Lessor for the provision of such services and utilities, and Sublessor shall not be responsible for Master Lessor’s failure to provide the same.  Despite the foregoing, Sublessor shall use commercially reasonable efforts, as promptly as reasonably practicable under the circumstances, to secure such performance by Master Lessor of the Master Lease.


SECTION 9.  SIGNAGE AND FURNITURE
Subject to Master Lessor granting its consent to the same as and to the extent required by the Master Lease, Sublessee will be entitled to use Sublessor’s interior and exterior building signage rights as provided in the Master Lease.


All furniture set forth in the inventory of furniture provided by the Sublessor to Sublessee prior to or concurrently with the execution of this Sublease shall remain in the Premises and be delivered to the Sublessee as part of the Sublease at no additional cost to Sublessee. At the expiration of the Sublease Term, Sublessee shall buy (for a total purchase price of One Dollar 


    
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($1.00)) all furniture and equipment which remains in the Premises and Sublessee shall be responsible for removing such furniture at the end of the Sublease Term at Sublessee’s expense.  


SECTION 10. INSURANCE
Sublessee shall maintain the insurance required under the Master Lease with respect to the Premises and shall name both Sublessor and Master Lessor as additional insureds on such policies.  Sublessee shall provide copies of all insurance policies, certificates, or renewals as required under the Master Lease to Sublessor and to Master Lessor.


SECTION 11.  ASSIGNMENT AND SUBLETTING
11.1    General.  Sublessee shall not have the right to assign or sublet the Premises, in whole or in part, without the prior written consent of Sublessor (such consent not to be unreasonably withheld, conditioned or delayed); provided any such assignment or subletting (i) shall be subject to the terms of the Master Lease, and (ii) shall be subject to Master Lessor’s approval as provided in the Master Lease.  


11.2    Transfer Premium. In the event Sublessee sublets the Premises, any Transfer Premium (as defined in the Master Lease) it receives pursuant to this Sublease shall be apportioned 50/50 between Sublessee and Sublessor.


SECTION 12.  PARKING
Sublessee will be entitled to parking spaces at the Building consistent with Sublessor’s assigned parking ratio, rates plus tax and the proposed allocation of reserved stalls, and any associated costs prescribed in the Master Lease.  Sublessee shall pay market parking costs as prescribed in the Master Lease.  


SECTION 13.  DEFAULT
If Sublessee fails to perform any obligation under this Sublease and such failure continues beyond the expiration of any applicable grace, notice, or cure period set forth herein, Sublessor shall have all rights and remedies allowed to Master Lessor under the Master Lease.  Without limiting the generality of the foregoing, Sublessor retains the right to remove Sublessee from the Premises and to retake possession of the Premises as Tenant under the Master Lease upon an event of default by Sublessee hereunder, as defined in the Master Lease.


SECTION 14.  LIMITATIONS ON SUBLESSOR’S LIABILITY
14.1    Representations and Warranties.  Except as otherwise specifically set forth herein: (i) Sublessee acknowledges that Sublessor has made no representations or warranties with respect to the Building or the Premises, and (ii) Sublessee accepts the Premises in “as is” condition (except for any Retained Liabilities).  Further, if Sublessee is a corporation, partnership, trust, association or other entity, Sublessee and each person executing this Sublease on behalf of Sublessee hereby covenants and warrants that (a) Sublessee is duly incorporated or otherwise established or formed and validly existing under the laws of its state of 


    
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incorporation, establishment or formation, (b) Sublessee has and is duly qualified to do business in the state in which the Building is located, (c) Sublessee has full corporate, partnership, trust, association or other appropriate power and authority to enter into this Sublease and to perform all of Sublessee's obligations under the Sublease, (d) each person (and all of the persons if more than one signs) signing this Sublease on behalf of Sublessee is duly and validly authorized to do so, and (e) the financial statements submitted by Sublessee in connection with the execution of this Sublease were and are complete, accurate and up-to-date financial statements.  Further, if Sublessor is a corporation, partnership, trust, association or other entity, Sublessor and each person executing this Sublease on behalf of Sublessor hereby covenants and warrants that (a) Sublessor is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Sublessor has and is duly qualified to do business in the state in which the Building is located, (c) Sublessor has full corporate, partnership, trust, association or other appropriate power and authority to enter into this Sublease and to perform all of Sublessor's obligations under the Sublease, and (d) each person (and all of the persons if more than one signs) signing this Sublease on behalf of Sublessor is duly and validly authorized to do so.


14.2    Successor Liability.  If Sublessor assigns its leasehold estate in the Premises as provided for under the Master Lease, Sublessor shall have no obligation to Sublessee that arises after the assignment.  Sublessee shall then recognize Sublessor’s assignee as Sublessor under this Sublease, provided that any party succeeding to Sublessor’s rights to the Premises shall agree that Sublessee’s tenancy and its rights hereunder shall not be disturbed so long as Sublessee is not in default of its obligations hereunder. 


14.3    Master Lessor’s Performance.  Except as otherwise specifically set forth herein, Sublessor shall not be required to perform any of the obligations of Master Lessor under the Master Lease, and insofar as any of the obligations of Sublessor hereunder are required to be performed under the Master Lease by Master Lessor thereunder, Sublessee shall rely on and look solely to Master Lessor for the performance thereof.  Any covenants, representations, or other undertakings of Master Lessor under the Master Lease shall not be deemed to be made by, or otherwise constitute obligations of, Sublessor under this Sublease.  If Master Lessor shall default in the performance of any of its obligations under the Master Lease pertaining to the Premises, Sublessee shall have the right, at Sublessee’s expense and upon prior notice to Sublessor, and in the name of Sublessor, to make any demand or institute any action or proceeding, in accordance with and not contrary to any provision of the Master Lease, against Master Lessor under the Master Lease for the enforcement of Master Lessor’s obligations thereunder.  Despite the foregoing, upon Sublessee’s written request to Sublessor to do so, Sublessor shall use commercially reasonable efforts, as reasonably indicated under the circumstances, to secure such performance by Master Lessor of the Master Lease.   


14.4    Indemnity.  Except to the extent caused by the negligence or willful misconduct of Sublessor, Sublessee hereby agrees to indemnify, defend, protect, and hold harmless Sublessor, its partners, directors, employees, and agents, from and against any and all losses, liabilities, claims, costs, and expenses, including reasonable attorney fees (collectively, the “Claims”), arising out of or in any way related to (i) Sublessee’s failure to perform its obligations 


    
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under this Sublease, (ii) the Premises, (iii) any breach of the Master Lease caused by Sublessee, (iv) any hold over in the Premises after expiration or earlier termination of this Sublease or the Master Lease (such obligation shall include, without limitation, reimbursing to Sublessor any hold over rent that it is obligated to pay to Master Lessor to the extent in excess of the hold over rent that Sublessee is obligated to pay hereunder) or (v) the acts or omissions of Sublessee or its agents, employees, contractors, customers, or invitees, but only to the extent such Claims have not been caused by Sublessor’s negligent acts or omissions in breach of this Sublease, provided, however, that Sublessee shall have no obligations under this Sublease for, and Sublessor is and shall remain fully liable for, all actions, omissions, costs, losses, liability, penalties, fines or expenses whatsoever of Sublessor as Tenant under the Master Lease arising prior to the Sublease Commencement Date (“Retained Liabilities”), and Sublessor shall indemnify, defend, protect, and hold harmless Sublessee, its partners, directors, employees, and agents, for any and all Claims arising from Retained Liabilities; provided further that Sublessee’s foregoing indemnification obligations are conditioned upon Sublessor (a) promptly notifying Sublessee in writing of the Claims, (b) grants Sublessee sole control of the defense and settlement of the Claims, and (c) at no cost, expense or liability to Sublessor, provides Sublessee with all assistance, information, and authority reasonably required for the defense and settlement of the claim, action, or proceeding.


SECTION 15.  SUBORDINATION
This Sublease shall be subject and subordinate to the Master Lease, to any mortgage or deed of trust thereon or on the fee simple interest in the Building or the land on which the Building is located, and to any ground lease of such land; provided, however, Sublessor shall request an SNDA for Sublessee upon and subject to the terms and conditions of Section 18.2 of the Master Lease. 


SECTION 16.  NOTICES
All notices given pursuant to the provisions of this Sublease shall be in writing and sent by registered or certified mail, return receipt requested, or by a nationally recognized overnight delivery service, or hand delivered, to the following address:
                
To Sublessee:        Prior to Sublease Commencement Date: 
            11332 NE 122nd Way, Suite 300
Kirkland, WA 98034
Attn: General Counsel


After Sublease Commencement Date:
Premises Address


To Sublessor:        Blucora, Inc.
6333 North State Hwy 161
Irving, Texas 75038
Attn:  Chief Legal Officer




    
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SECTION 17.  BROKERS
Sublessee represents that Sublessee has not dealt with any brokers, agents or finders in connection with this Sublease other than JLL and agrees to indemnify and hold Sublessor and Master Lessor harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from any claims or demands of any other broker, agent or finder with whom Sublessee has dealt for any commission or fee alleged to be due in connection with its participation in the procurement of Sublessor or the negotiation with Sublessor of this Sublease.  Sublessor represents that Sublessor has not dealt with an brokers, agents or finders in connection with this Sublease, other than Kidder Mathews, LLC and agrees to indemnify and hold Sublessee and Master Lessor harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from any claims or demands of any broker, agent or finder with whom Sublessor has dealt for any commission or fee alleged to be due in connection with its participation in the marketing of the Premises, procurement of Sublessee or the negotiation with Sublessee of this Sublease.


SECTION 18.  MISCELLANEOUS PROVISIONS
18.1    Attorneys’ Fees.  In the event of any action to enforce this Sublease, for interpretation or construction hereof, or on account of any breach or default hereunder, including, without limitation, any proceeding under the U.S. Bankruptcy Code, the prevailing party in such action shall be entitled to recover from the other party, in addition to all other relief, all reasonable costs and attorney fees incurred by the prevailing party in connection with such action, including, but not limited to, any trial, arbitration, or appeal thereof .


18.2    Time is of the Essence.  The times set forth in this Sublease and in the Master Lease for the curing of defaults (as made applicable to Sublessee by this Sublease) are of the essence of this Sublease provided, however, that the foregoing provision shall not be construed to limit or deprive a party of the benefits of any grace or notice periods provided for herein.


18.3    Construction.  This Sublease shall be governed by and construed in accordance with the laws of the State of Washington, and shall not be interpreted for or against either party as a result of the drafting hereof.  The captions appearing in this Sublease are not to be construed as interpretations of the text, but are inserted only for the convenience and reference of the reader.  The use of the singular in this Sublease includes the plural, and the use of the plural includes the singular.  The use of one gender form includes the other genders.  All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Master Lease.


18.4    Integration and Modifications.  This Sublease is the entire, final, and complete agreement of the parties with respect to the matter set forth in this Sublease, and supersedes and replaces all prior written and oral agreements between the parties or their representatives with respect to such matters.  This Sublease may not be modified except by endorsement in writing attached to this Sublease dated and signed by the parties.




    
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18.5    Binding Effect; Joint and Several Liability.  Subject to the provisions of Section 6A hereof, including (i) receipt by Sublessor of Consent of the Master Lessor to the entry into this Sublease, and (ii) receipt by Sublessor of the InfoSpace Sublease Termination Agreement, this Sublease shall bind and inure to the benefit of the parties hereto, as well as their respective successors and assigns.  No personal liability or personal responsibility is assumed by, or shall at any time be asserted or enforceable against, Sublessor’s or Sublessee’s respective directors, officers, employees, consultants or advisors on account of this Sublease or on account of any covenant, undertaking or agreement of Sublessor or Sublessee contained in this Sublease.


18.6    Severability.  If any provision of this Sublease shall be found invalid or unenforceable, such provision shall be ineffective and shall not invalidate the remaining portions of this Sublease.




[Signatures on following page]


    
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IN WITNESS WHEREOF, the parties hereto have executed this Sublease as of the day and year first above written.
SUBLESSOR:
Blucora, Inc.
 


By:  /s/ Eric M. Emans                          
                        Name:  Eric M. Emans
Title:  Chief Financial Officer & Treasurer




STATE OF Washington)
   ) ss.
COUNTY OF    King)


I certify that I know or have satisfactory evidence that Eric M. Emans is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the Chief Financial Officer & Treasurer of Blucora, Inc., a Delaware corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument.




Julia C. Dallas                     
Notary Public
My Appointment Expires: 1/20/18       






    
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SUBLESSEE:
Xevo Inc. 
                         
By:  /s/ David Barclay                      
                        Name:  David Barclay
Title:  Chief Financial Officer


STATE OF WASHINGTON    )
            ) ss.
COUNTY OF    KING                )


I certify that I know or have satisfactory evidence that David Barclay is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the Chief Financial Officer of Xevo, Inc., a Delaware corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument.




/s/ Nikki McCoy                                     
Notary Public
My Appointment Expires: 12/15/2020






    
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EXHIBIT A
Depiction of Subleased Premises




    
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EXHIBIT B
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